Vu1 CORP - FORM 10-K - April 30, 2015

Attached files

file	filename
EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF MATTHEW DEVRIES - Vu1 CORP	vu1exh312.htm
EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF WILLIAM B. SMITH - Vu1 CORP	vu1exh311.htm
EXCEL - IDEA: XBRL DOCUMENT - Vu1 CORP	Financial_Report.xls
EX-32.1 - CERTIFICATION OF WILLIAM B. SMITH, CEO, AND MATTHEW J. DEVRIES, CFO, PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Vu1 CORP	vu1exh321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the Fiscal Year Ended December 31, 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ______________ to________________

Commission file number 000-21864

Vu1 Corporation

(Exact name of registrant as specified in its charter)

California	84-0672714
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1001 Camelia Street
Berkeley, California	94710
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (855) 881-2852

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, no par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yeso No x

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox

The aggregate market value of the issuer’s stock held by non-affiliates on June 30, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, was $8,744,853, based on the average of the bid and ask prices of such stock on that date of $1.29 per share, as reported by the OTC Bulletin Board.

On April 16, 2015, there were 14,173,093 shares of registrant’s common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

Vu1 Corporation

2013 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page No.
PART I

Item 1.	Business	1

Item 1A.	Risk Factors	8

Item 1B.	Unresolved Staff Comments	15

Item 2.	Properties	15

Item 3.	Legal Proceedings	15

Item 4.	Mine Safety Disclosures	15

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16

Item 6.	Selected Financial Data	17

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 8.	Financial Statements and Supplementary Data	21

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21

Item 9A.	Controls and Procedures	22

Item 9B.	Other Information	22

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	23

Item 11.	Executive Compensation	28

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32

Item 13.	Certain Relationships and Related Transactions, and Director Independence	34

Item 14.	Principal Accountant Fees and Services	34

PART IV

Item 15.	Exhibits and Financial Statement Schedules	35

Signatures		38

EXPLANATORY NOTE

Unless otherwise indicated or the context otherwise requires, all references in this Annual Report on Form 10-K to “we,” “us,” “our” and the “Company” are to Vu1 Corporation, Sendio, s.r.o., our former Czech subsidiary, and our inactive subsidiary Telisar Corporation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We are including the following cautionary statement in this Annual Report to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements. All statements other than statements of historical fact, including statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions, future results of operations or financial position, made in this Annual Report are forward looking. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “target,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking.

The forward-looking statements contained herein involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. Our expectations, beliefs and projections are expressed in good faith and are believed by management to have a reasonable basis, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties; however, management’s expectations, beliefs and projections may not be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements:

·	our lack of working capital and lack of revenues;

·	the availability of capital to us, in the amount and time needed, to fund our development programs and operations, and the terms and dilutive effect of any such financings;

·	our ability to be successful in our product development and testing efforts;

·	our ability to obtain commercial development for our products;

·	our ability to obtain manufacturing capability for our products in a cost-effective manner and at the times and in the volumes required, while maintaining quality assurance;

·	market demand for and acceptance of our products and planned products, and other factors affecting market conditions;

·	technological advances and competitive pressure by our competitors;

·	governmental regulations imposed on us in the United States and European Union; and

·	the loss of any of our key employees or consultants.

For a discussion of these and other factors that may affect our business, results and prospects, see “Item 1. Business” and “Item 1A. Risk Factors.” Readers are urged to carefully review and consider the various disclosures made by us in this Annual Report and in our other reports filed with the Securities and Exchange Commission, and those described from time to time in our press releases and other communications, which attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations. Except as required by U.S. federal securities laws, we do not undertake any obligation to update or revise any forward-looking statements to reflect any future events or circumstances.

PART I

ITEM 1. BUSINESS

We design, develop and market mercury-free lighting products using our proprietary Electron Stimulated Luminescence™, or ESL, technology. Our ESL lights use a form of cathode-ray tube technology in which accelerated electrons stimulate phosphor to create light, making the surface of our lights glow in a highly energy-efficient manner and with a warm white natural light. In December 2010, we released our first product, the R30 reflector light for recessed fixtures (a direct replacement for the 65-watt incandescent flood light), which we believe will capture a growing share of the general illumination market in 2014 and over the next several years. We believe our current and planned ESL lighting products offer advantages over competing technologies including increased energy efficiency, longer product lifetime, environmentally safer and toxin-free disposal, superior light quality and lower cost of usage. We also believe that our ESL lights have the potential to replace traditional incandescent light bulbs, compact fluorescent light bulbs (CFLs) and solid-state light emitting diodes (LEDs) in the future because of these competitive advantages. Our technology, intellectual property position and strategic manufacturing relationships should enable us to share in the revenues from the worldwide general lighting products market when our current and planned ESL lights enter mainstream consumer, commercial and industrial markets.

Our primary growth strategy is to accelerate the introduction of our lighting products into the commercial and residential general illumination market with the goal of obtaining widespread marketplace adoption over the next two years. In support of this objective, we are pursuing a multi-channel sales, marketing and distribution strategy, which includes efforts to establish business relationships with “big box” retailers, electrical and lighting distributors and municipal utilities.

In addition to our R30 reflector light, which received certification from Underwriters Laboratories Inc. (UL®) in October 2010, we are currently developing our version of the standard Edisonian A19 screw-in light (and its European equivalent, the A60), the most common general purpose electric light in the world. In June 2011, we submitted our A19 light to UL for certification and, in August 2011, received that certification. We are also planning to develop an R40 flood light for the United States commercial market and a smaller R63 light for the European market to be used in currently-installed recessed lighting fixtures. According to Strategies Unlimited, an independent research firm, the worldwide lighting market accounts for approximately $90 billion in annual sales.

We believe a significant contributing factor to our prospects are government regulations mandating the use of energy-efficient lighting, including the elimination of the production of traditional incandescent light bulbs in Europe by 2012 and in the United States in 2014, and regulations restricting the use of hazardous substances such as the mercury contained in CFLs. We believe these developments disrupt the well-entrenched lighting industry of past decades and, given the energy conservation and eco-friendly characteristics of our ESL lighting products, create significant opportunities for us to introduce our products into the market in place of incandescent bulbs, as well as CFLs and LEDs.

In February, 2014 we established a research and development facility in Berkeley, California to continue our manufacturing and development efforts. The facility also serves as our corporate headquarters.

In October 2011, we established a key strategic business relationship with Huayi Lighting Company Ltd. (“Huayi Lighting”), an experienced lighting products manufacturer. Under a manufacturing agreement, Huayi Lighting had agreed, under our direction, to produce substantially all of our ESL lighting products for resale to our customers over the next five years. In October, 2014 we terminated this relationship and executed a manufacturing agreement with Shenzhen Jinyi Display Units CO. LTD. (“Shenzhen”), a different outsourced manufacturer in China. Through this relationship, the manufacturer is responsible for sourcing, fabricating and assembling the required electronic components of our lights, sourcing the glass components from its suppliers and using its processes to assemble and package finished products. We have introduced our own manufacturing and quality control processes, as well as provided assistance regarding the sourcing of components and subassemblies during the development of the lines. In the first quarter of 2015, we successfully produced and shipped a limited supply of our R30 bulbs to a customer. Through our development efforts, we have filed eleven U.S. and related foreign patent applications, of which eleven patents have been granted covering important features of our current and planned lighting technology and products, and have accumulated over the years a substantial amount of technical know-how relating to our ESL technology.

During 2014, we focused on initiatives to continue the development of our manufacturing operations with Shenzhen. These initiatives also included continued efforts to work with Shenzhen to refine the manufacturing processes, raw materials sourcing and developing quality control testing necessary for quantity manufacturing. Our progress has been limited, primarily due to lack of adequate funding necessary to execute our business plan. These initiatives are ongoing and, as a result, we had no revenues in 2014 and 2013. We anticipate recognizing limited revenues in 2015.

As of April 15, 2015, we operate through the services of consultants to us, including our Chief Executive Officer and Chief Financial Officer as well as sales, marketing and engineering consultants.

Corporate Information

We were incorporated under the laws of the State of California in August 1996 under the name of Telegen Corporation. In late 2004, we began research and product development on our lighting technology and, in May 2008, changed our name to Vu1 Corporation to better reflect this business focus. Our principal executive offices are located at 1001 Camelia Street Berkeley, California 94710 and our telephone number is (855) 881-2852. Our Internet website address is http://www.vu1.com. The information on our website is not incorporated by reference into this Annual Report.

Overview of the Lighting Market

Traditional incandescent light bulbs are inefficient because they convert only about 5% of the energy they consume into visible light, with the rest emerging as heat. CFLs use excited gases, or plasmas, to achieve a higher energy conversion efficiency of about 20%. However, the color rendering index, or CRI, of most fluorescent bulbs – in other words, how good their color is compared to an ideal light source – is inferior to that of an incandescent bulb. CFLs also pose environmental concerns because they have historically contained mercury. By avoiding the heat and plasma-producing processes of incandescent bulbs and CFLs, LEDs can have substantially higher energy conversion efficiencies. Current LEDs are very small in size (about one square millimeter) and are extremely bright. Having been developed in the 1980s, they are already employed in various specialty lighting products, such as traffic lights, billboards, replacements for neon lighting and as border or accent lighting. However, the high operating temperatures and intense brightness of LEDs may make them less desirable for general illumination and diffuse lighting applications.

The key design features of our ESL lighting products, on the other hand, are that they are energy efficient, fully dimmable, illuminate immediately when switched on and have a color quality or CRI that is warm and similar to incandescent light. In addition, our lights do not contain mercury, a feature which will ease disposal. If our efforts are successful, we believe that our lighting products could begin to be used for applications currently addressed by incandescent bulbs, CFLs and LEDs.

We believe a significant contributing factor to our prospects are government regulations mandating the use of energy-efficient lighting, including the elimination of the production of traditional incandescent light bulbs in Europe by 2012 and in the United States by 2014, and regulations restricting the use of hazardous substances such as the mercury contained in CFLs. We believe these developments disrupt the well-entrenched lighting industry of past decades and, given the energy conservation and eco-friendly characteristics of our ESL lighting products, create significant opportunities for us to introduce our products into the market in place of incandescent bulbs, as well as CFLs and LEDs. Unlike LEDs, our lights also work with existing lighting fixtures without modification.

Our Competitive Advantages

We believe our position in the lighting market is the direct result of our technological innovation. We have built an intellectual property portfolio around our ESL technology and are working with our strategic product manufacturer to prepare for large scale commercial production and to launch our lighting products into the marketplace. Our key competitive advantages include:

Lighting Qualities. We believe our current and planned ESL lighting products offer potential advantages over competing lighting technologies including increased energy efficiency, longer product lifetime, environmentally safer and toxin-free disposal, superior light quality and lower usage cost as a percentage of the lights’ extended lifetime.

Proprietary Technology. Through our internal development efforts, we have filed eleven U.S. and related foreign patent applications, of which nine patents have been granted covering important features of our current and planned lighting technology and products, and have accumulated over the years a substantial amount of technical know-how relating to our ESL technology.

Strategic Manufacturing Relationship. We have established a key strategic relationship with Shenzhen, an experienced lighting products manufacturer. Under a manufacturing agreement executed in 2014, Shenzhen has agreed, under our direction, to produce substantially all of our ESL lighting products for resale to our customers.

Experienced Management. Our executive officers and directors have significant experience in developing and executing a “go-to-market” business model in a competitive, high growth industry. In addition, our management team has assembled highly-skilled technical personnel in the United States to conduct ongoing research and product development of new lighting products and next-generation technologies.

Our Growth Strategy

In addition to our R30 reflector light, which received UL certification in October 2010, we are currently developing our version of the standard Edisonian A19 screw-in light (and its European equivalent, the A60), the most common general purpose electric light in the world. In June 2011, our A19 light was submitted to UL for safety certification and, in August 2011, received that certification. We are also developing an R40 flood light for the United States commercial market and a smaller R63 light for the European market to be used in currently-installed recessed lighting fixtures. According to Strategies Unlimited, an independent research firm, the worldwide lighting market accounts for approximately $90 billion in annual sales.

Our Lighting Technology

Our light uses a form of cathode-ray tube. It has an electron source and a power supply that supplies power to the electron source, as well as high voltage to accelerate the electrons toward the anode, where the electrons stimulate light emission from phosphors.

Electron Source. Our light generates a broad flood of high-energy electrons for evenly exciting the anode. The lights use a hot (thermionic) cathode having a flat disc emissive surface surrounded by a cold shield ring. A positively-biased extraction grid close to the cathode surface provides a high field to extract electrons from the cathode. A diffusion grid above the extraction grid provides a low-field zone allowing the electrons to be distributed evenly across the anode.

Power Supply. The power supply transforms power received through a connector from a fixture into three voltages. One voltage powers a heating filament that heats the cathode to a desired temperature to enhance electron emission. A second voltage biases both the extraction and diffusion grids, providing the high field that pulls electrons from the cathode and a low field that spreads the electrons. The third voltage is the several thousand volts provided through a snubber and a conductive coating inside the glass light structure to the anode; this voltage accelerates the electrons so the electrons can stimulate phosphors into emitting light. The power supply is able to respond to dimmers by reducing the anode voltage, thereby reducing phosphor stimulation and light output.

Anode. The anode is a thin conductive layer of aluminum, with a phosphor layer. Accelerated electrons stimulate light emission from the phosphors. Our white lights have a mixture of three phosphors, two of which (blue and green) are zinc-based, and a third (red) is a europium-doped phosphor. Virtually any color can be produced by choosing an appropriate mix of one or more known phosphors.

Our Lighting Products

The key design features of our current and planned lighting products are that they are energy efficient, fully dimmable, illuminate immediately when switched on and have a color quality that is warm and similar to incandescent light. Our lighting products do not contain mercury, a feature which will ease disposal.

We are continuing to refine the design of our planned products to maximize their efficiency, and we expect there will be adjustments to our current designs. If these efforts are successful, we believe that our lighting products could begin to be used for applications currently addressed by incandescent bulbs, CFLs and LEDs.

A list and description of each of our current and planned lighting products is set forth below:

Model Shape/Size	General Description
R30	U.S. reflector light for recessed lighting fixtures. This is the most popular size reflector.

A19	U.S. standard Edisonian screw-in light. This is the most common general purpose electric light in the world.

R40	U.S. reflector flood light for recessed lighting fixtures. This is the second largest selling reflector.

R95	European version of R30 reflector (220 volt).

A60	European standard version of A19 Edisonian screw-in light (220 volt).

R125	European version of R40 reflector flood light (220 volt).

R20/R63	U.S. and European reflector.

PAR38	U.S. and European spot reflector primarily for outdoor use.

In the future, we expect the retail price of our R30 reflector light and our other lighting products to be established by “big box” retailers and electrical and lighting distributors.

Product Development

In February, 2014, we established our product, manufacturing and quality control development efforts in the United States and focused on the application of ESL technology on the requirements of our initial product, an R30 size light. The R30 size light is used primarily in lighting fixtures that are recessed in the ceiling of commercial and residential buildings and are commonly referred to as “recessed can fixtures.” We continued our development work on the technology to refine the prototype with the miniaturization of the electronics and improvements to the efficiency of the product and the design and implementation of the processes required for manufacturing the light. We also focused on the development of quality control over the sourcing and manufacturing processes of Shenzhen. We continue to work with Shenzhen to refine the production processes and develop the supply chain for the components used in the manufacturing of our bulbs. We have also hired consultants in the United States and in China to assist Shenzhen with the manufacturing processes and quality control of the manufacturing. This effort will continue in 2015.

During the second quarter of 2010, we submitted the R30 light for safety certification to UL and, in October 2010, we received certification. We are continuing to refine the size of the light, further miniaturize the electronics and improve the manufacturing processes to enable us to produce the product at commercially viable levels.

During the fourth quarter of 2010, we began developing our version of the standard Edisonian A19 screw-in light (and its European equivalent, the A60), the most common general purpose electric light in the world. This size light is used in ordinary household lamps and non-recessed ceiling fixtures. In December 2010, we successfully developed a working prototype of this light. We are continuing to refine the prototype with the miniaturization of the electronics and improvements to the efficiency of the product. In June 2011, we submitted our A19 light to UL for safety certification and, in August 2011, received that certification. We are also developing an R40 flood light for the United States commercial market and a smaller R63 light for the European market to be used in currently-installed recessed lighting fixtures.

Our emphasis on the development of our planned products, the additional manufacturing processes required by our product manufacturer, the distribution, marketing and branding of products and the development of sales channels relating to our lighting products will command management’s primary attention during the next 12 months. It will also comprise the primary use of our financial resources. In 2015, our success will depend on our ability to reach commercial manufacturing levels for our R30 and A19 lights, generate market awareness and acceptance of our current and planned lighting products, protect our technology through patents and trade secrets, and develop our planned products to meet industry standards. If we are unable for technological, financial, competitive or other reasons to successfully take these steps, our business and operations will be adversely affected.

Target Markets and Customers

We are initially targeting the U.S. R30 and R40 reflector lighting market. According to recent reports, the U.S. residential market is comprised of 800 million recessed can lights with more than 140 million bulbs sold per year (“CFL Market Profile,” U.S. Department of Energy, March 2009, and “A Review of the Reflector Compact Fluorescent Lamps Technology Procurement Program: Conclusions and Results,” Pacific Northwest National Laboratory, May 2008). We intend to target the A19 standard Edisonian screw-in lighting market when our technology and manufacturing capabilities are fully established for large scale commercial production.

Significant lighting market drivers are product size, shape, cost, brightness, color rendering, mercury content, dimming capability and energy efficiency. As indicated above, we are directing our product development efforts with awareness of these features. Distribution in this market segment is primarily through electrical and lighting distributors (typically on a regional level) or directly from manufacturers to “big box” retailers.

Strategic Relationship with Product Manufacturer

In October 2011, we entered into a manufacturing agreement with Huayi Lighting, an experienced lighting products manufacturer. In October, 2014 we terminated this relationship and executed a manufacturing agreement with Shenzhen in China. Under this agreement, the manufacturer has agreed to produce substantially all of our R30 lights and future lighting products for resale to our customers. Through this agreement, the manufacturer is responsible for fabricating the required electronic components of our lights, sourcing the glass components from its multiple approved suppliers and using its established automated processes to assemble and package finished products. We are required to provide estimated volume requirements to the manufacturer during the term of the agreement. We are responsible to pay the upfront costs of specialized production tooling required by the manufacturer, and for the cost of additional machinery needed for its assembly lines, to produce our ESL lighting products. Payments to the manufacturer under the agreement are based on a negotiated price to source raw materials and manufacture the product, and payments are made by us in U.S. dollars when the products are delivered to the loading dock in Guangzhou, China for shipment to the United States. Our products will be transported to us in bulk via ocean by fully-insured logistics companies. For all lighting products manufactured by our third party manufacturer, the products are warranted to have been made to our required technical specifications and to fully meet applicable quality standards. In connection with the agreement, we granted our manufacturing partner limited license rights to use our technologies and intellectual property for the manufacture of our lights. The manufacturing agreement may be terminated at any time by the parties’ mutual agreement or by us in the event of a material breach under the agreement or failure to deliver products on a timely basis.

We expect to pay a duty on all lighting products that we import from China. This duty is expected to represent a 3.9% mark-up to factory invoice.

Sales, Marketing and Distribution

During 2014, we continued our marketing initiatives to determine our initial marketing strategy and begin branding and corporate positioning. Our marketing efforts have included market research to determine market size, competition, product features, consumer attitudes, pricing, certifications, government agencies, grants, target sales channels and retailers, branding and creation of initial marketing collateral. We have also had strategic and pre-contractual meetings with certain retailers and potential channel and distribution partners to determine levels of interest in our lighting products and ESL technology. We believe that the results of these meetings were positive, but no significant customer agreements have been entered into to date.

We intend to adopt inventory-carrying practices, together with the terms under which we sell our lighting products (including payment and delivery terms), that are customary in the lighting products markets.

Twenty states have enacted Conservation Improvement Programs (CIP). Through a CIP, electric and natural gas utilities are required to invest a portion of their state revenues in projects designed to reduce their customers' consumption of electricity and natural gas, and to generally improve resource efficiency. One form of CIP investment is conducting “give-aways” of energy efficient lighting products. Alternatively, some states provide cash rebates to lighting manufacturers, stores or directly to the consumer. We have met with a number of utilities and utility groups to determine interest in the promotion of ESL energy efficient lighting products. We believe that the results of these meetings were positive, but no agreements in this regard have been entered into to date.

Our technology has been featured on the Discovery Channel website, Popular Science magazine and website, CNET website and on The New York Times website.

Intellectual Property, Patents and Proprietary Rights

We have filed eleven U.S. and related foreign patent applications, of which nine patents have been granted. These patents cover important features of our current and planned lighting technology and products. We expect to apply for additional patent protection on our ESL technology and our manufacturing processes both domestically and internationally in the future. We believe that our technology has unique aspects that are patentable; however, there can be no assurance that any patent application will be granted or, if granted, that it will be defensible.

We protect our intellectual property rights through a combination of patent, trademark, trade secret laws and other methods of restricting disclosure, and requiring our independent consultants, strategic vendors and suppliers to sign non-disclosure agreements, as well as assignment of inventions agreements, when appropriate.

Raw Materials and Supplies

Development and production of our lighting products will require certain raw materials, including glass, electronics, coatings, certain chemicals and chemical compounds, plastic and packaging. Pursuant to our manufacturing agreement, our manufacturing partner assumed sole responsibility for sourcing these raw materials. Our manufacturing partner has advised us that it has multiple dedicated supply agreements with glass and other suppliers, and maintains relationships with alternative suppliers for raw materials and specialized component needs. We do not anticipate raw material shortages in the foreseeable future.

Research and Product Development

We spent approximately $798,000 during fiscal 2014 and approximately $647,000 during fiscal 2013, in our product development efforts.

During 2012, we established a U.S. based research and development team, and in February, 2014 we established a research and development center in the U.S. to develop new products for the lighting industry by taking advantage of the latest technology advancements. We expect to collaborate closely with our manufacturing partner and other subcontractors which use standard production processes to ensure that new lighting products can be produced quickly, and at the lowest cost and highest quality.

Government Regulation and Industry Certification

In October 2010, we obtained safety certification from UL for our R30 reflector light. This certification enables us to sell our ESL lighting products in the United States and Canada. In June 2011, we submitted our A19 light to UL for safety certification and, in August 2011, received that certification.

Any commercial lighting products that we develop in the future will require certifications from an independent third party testing laboratory prior to their sale. There is presently no Energy Star® certification standard for our products. In addition, we may be subject to other certifying agencies and other regulatory approvals. The approvals and certifications required will be determined based upon the markets that we enter. We are designing our lighting products to meet the standards for certification from independent third party laboratories, and we intend to submit an application to the appropriate testing laboratory once we have completed the necessary development and manufacturing processes required to obtain certification. We cannot predict whether we will obtain any future required certification from an independent third party testing laboratory or any other regulatory agency.

Our activities currently are subject to no particular regulation by governmental agencies other than that routinely imposed on corporate businesses, and no such regulation is now anticipated.

Competition

Our market segment is highly competitive and traditionally dominated by several large competitors such as General Electric Company, Philips Electronics NV and Osram Sylvania. These entities possess far more substantial financial, human and other resources than we do. There are also hundreds of small manufacturers of low-end products – many inexpensive and often poor performing compact fluorescent lamps. Many companies are now developing products utilizing solid-state LED technology. As energy efficient technologies are adopted, it is likely that the industry will continue to be dominated by large competitors who will often outsource manufacturing to smaller companies. Research will continue on incandescent type technologies such as halogen infrared reflecting. Abandoned technologies such as induction lighting may temporarily re-emerge. Based on meetings over the last four years with electric utilities, U.S. Department of Energy consultants, electrical distributors and major retailers, we have not identified any competitors with a similar technology to ESL.

Environmental Compliance

We are not aware of any material effects that compliance with federal, state, local or foreign environmental protection laws or regulations will have on our business. We have not expended material amounts to comply with any environmental protection laws or regulations and do not anticipate having to do so in the foreseeable future.

Employees

As of December 31, 2014, we had no employees. We have routinely used consultants in our U.S. operations and strategic vendors on a work-for-hire contract basis. We do not have any collective bargaining agreements in place and we consider relations with our key consultants to be good.

ITEM 1A. RISK FACTORS

Risks Related to Our Business and Industry

We have historically been a research and product development company. We have a limited operating history with minimal revenue to date, so it may be difficult to evaluate our business and prospects. We also received a going concern qualification in our 2014 audit.

We have been primarily engaged during the last eight years in the research and development of our lighting products, and have incurred significant operating losses. During 2014, we focused on initiatives to develop our manufacturing operations with Shenzhen. These initiatives also included continued efforts to work with the manufacturer to refine the manufacturing processes and developing quality control testing necessary for quantity manufacturing. Our progress has been limited, primarily due to lack of adequate funding necessary to execute our business plan. These initiatives are ongoing and, as a result, we had no revenues in 2014 or 2013. We currently depend on third-party financing to fund our operations. We have a very limited operating history upon which an investor can evaluate our business and prospects, and we may never generate significant revenue or achieve net income. Peterson Sullivan, LLP, our independent registered public accounting firm, in its opinion on our financial statements for the year ended December 31, 2014, raised substantial doubt about our ability to continue as a going concern due to our net losses and negative cash flows from operations and other factors.

We have incurred historical losses and, as a result, may not be able to generate profits, support our operations or establish a return on invested capital, which can have a detrimental effect on the long-term capital appreciation of our common stock.

We incurred a net loss in 2014 of $3.0 million and had an accumulated deficit of $91.4 million as of December 31, 2014. We cannot predict when or whether we will ever realize a profit or otherwise establish a return on invested capital. Our business strategies may not be successful and we may never generate significant revenues or profitability, in any future fiscal period or at all.

Creditors have obtained legally enforceable judgments against us on approximately $1.3 million related to the unsecured Convertible Debenture formally held by the judgment holders.

On June 11, 2014, four holders of our Convertible Debentures totaling $705,900 in principal plus accrued interest of $218,215 as of December 31, 2014 filed a motion seeking summary judgment with the Supreme Court of the State of New York. The case was heard on July 31, 2014 and the court granted their request and on August 20, 2014 issued a judgment in their favor for the full amount of principal and interest, plus certain expenses. We have made attempt to work with the judgment holders and their attorney to attempt to find a settlement agreeable to both parties, but no agreement has been reached. The judgment holders have the right to levy the judgment on our bank accounts, intellectual property and patents and other assets at any time. In April, 2015 the judgment holders placed a levy on all of our intellectual property, demanding that we turn over our patents, trade secrets, manufacturing methods and other intellectual property.

We are presently in default on approximately $0.24 million of principal of our unsecured, Convertible Debentures.

As of the date of this annual report, the outstanding principal amount of approximately $0.24 million plus accrued interest and penalties under our original issue discount convertible debentures is due and owing by us. We have been in default to the holders of the debentures since June 22, 2013, when the debentures matured. We continue to not have sufficient financial resources, or the ability to arrange financing, to pay the outstanding amount of the debentures at this time. Our failure to pay the outstanding amount when due last year has resulted in our obligation to pay holders interest at the default rate of 18% per year and to pay a mandatory default amount of an additional 10% of the outstanding principal amount of the debentures. Although we have periodically discussed a work-out with some debenture holders, no such agreement currently exists. There can be no assurance that debenture holders have not already or will not in the future take legal action against us to collect the indebtedness due and owing under the debentures or initiate or join in a bankruptcy or insolvency case or proceeding relating to us. Should debenture holders take any such actions, our company will be seriously impacted and we may not be able to continue in business. See Footnote 5 in the Notes to the Consolidated Financial Statements contained elsewhere in this report.

We have a number of technology issues to resolve before we will be able to successfully manufacture a full line of commercially viable lighting products.

Although we have completed initial engineering and obtained UL certification of our initial R30 reflector light, further development work and third-party testing will be necessary before the technology can be deployed and production of a full line of lighting products can be commenced. If we are unable to solve current and future technology issues, we may not be able to offer commercially viable products. In addition, if we encounter difficulty in solving technology issues, our research and development costs could increase substantially and our development and production schedules could be significantly delayed.

We have experienced delays in executing our business plan, and further delays will reduce the likelihood that we will be able to manufacture lighting products or generate sufficient revenue to stay in business.

We have previously experienced delays in executing our business plan. These delays are attributable to a number of factors, including:

·	unanticipated difficulties and increased expenses in developing our ESL technology,

·	unanticipated difficulties in establishing large scale commercial manufacturing, quality control and sourcing processes, and

·	our inability to obtain funding in a timely manner.

In the future, we may experience delays caused by these and other factors. Our business must be viewed in light of the problems, expenses, complications and delays frequently encountered in connection with the development of new technologies, products, markets and operations. If we are unable to anticipate or manage challenges confronting our business in a timely manner, we may be unable to continue our operations.

We must successfully develop, introduce, market and sell lighting products and manage our operating expenses.

To be a viable business, we must successfully develop, introduce, market and sell products and manage our operating expenses. Many of our lighting products are still in development and are subject to the risks inherent in the development of technology products, including unforeseen delays, expenses, patent challenges and complications frequently encountered in the development and commercialization of technology products, the dependence on and attempts to apply new and rapidly changing technology, and the competitive environment of the industry. Many of these events are beyond our control, such as unanticipated development requirements, delays and difficulties with obtaining third-party certification, delays in submitting documentation for and being granted patents and establishing manufacturing and distribution relationships. Our success also depends on our ability to maintain high levels of employee utilization, manage our production costs, sales and marketing costs and general and administrative expenses, and otherwise execute on our business plan. We may not be able to effectively and efficiently manage our development and growth. Any inability to do so could increase our expenses and negatively impact our results of operations.

We rely solely on third party manufacturers to manufacture the ESL lighting products we sell to customers and to source the required raw materials.

Our business prospects depend significantly on our ability to obtain ESL lighting products for sale to our customers. Our manufacturing agreement with our manufacturing partner provided us with a single source for our ESL lights. Through this agreement, Shenzhen is responsible for fabricating the required electronic components of our lights, sourcing the glass components from its suppliers and using its established automated processes to assemble and package finished products. Our outsourced manufacturing partner is located in the People’s Republic of China, where shipments of product to us could be delayed, rerouted, lost or damaged. Our inability to obtain finished products from our third party manufacturer in accordance with our required technical specifications and on a timely basis due to shipping delays, manufacturing problems or its failure to obtain required raw materials would have a material adverse effect on our revenue from product sales, as well as on our ability to support our customers’ purchase requirements, which could result in loss of customers and damage to our reputation. We may also be subject to the risk of fluctuations in raw material prices, since our arrangement with our manufacturing partner provides that increases and decreases in the prices will affect the negotiated prices of purchase orders placed.

We may face additional barriers and tariffs as a result of importing our lighting products from China, which could increase our prices and make our products less desirable.

We expect to pay a duty on all lighting products that we import from China. This duty is expected to represent a 3.9% mark-up to factory invoice. We will also bear related importing costs such as customs inspection fees and ocean freight charges. In the future, China and the United States may create additional barriers to business between our China-based product manufacturer and us, including new tariffs, costs, restrictions, controls or embargos that could negatively impact our business and operating results. New or increased tariffs would likely result in higher prices (and potentially lower sales volumes) and lower operating margins on our products.

We rely heavily on a few consultants, the loss of whom could have a material adverse effect on our business, operating results and financial condition.

Our future success will depend in significant part upon the continued services of our executive officers and directors and certain key consultants, and our ability to attract, assimilate and retain highly qualified technical, managerial and sales and marketing personnel when needed. Competition for quality personnel is intense, and there can be no assurance that we can retain our existing key personnel or that we will be able to attract, assimilate and retain such employees in the future when needed. The loss of key personnel or the inability to hire, assimilate or retain qualified personnel in the future could have a material adverse effect on our business.

We rely on outside vendors to manage certain key business processes, and any failure by them to perform will negatively affect our business.

We have outsourced certain of our key business processes. If any of our service providers fail to perform at a satisfactory level, our business development will be negatively affected and delayed, and our reputation may be harmed.

Our future operating results are difficult to predict; thus, the future of our business is uncertain.

Due to our limited operating history and the significant development and manufacturing objectives that we must achieve to be successful, our quarterly and annual operating results are difficult to predict and are expected to vary significantly from period to period. In addition, the amount and duration of losses will be extended if we are unable to develop and manufacture our products in a timely manner. Factors that could inhibit our product development, manufacturing and future operating results include:

·	failure to solve existing or future technology-related issues in a timely manner,

·	failure to obtain sufficient financing when needed,

·	failure to secure key manufacturing or other strategic business relationships, and

·	competitive factors, including the introduction of new products, product enhancements and the introduction of new or improved technologies by our competitors, the entry of new competitors into the lighting markets and pricing pressures.

We face currency risks associated with fluctuating foreign currency valuations.

Although we use U.S. dollars to pay our outsourced manufacturing partner, increases in the value of the Chinese Yuan Renminbi would have an adverse affect on their manufacturing costs and therefore our bulb cost may be adversely affected. To date, we have not entered into foreign currency contracts or other currency-related derivatives to mitigate the potential impact of foreign currency fluctuations.

Because we are smaller and have fewer financial resources than most of our competitors, we may not be able to successfully compete in the very competitive lighting industry.

The lighting industry is very competitive and we expect this competition to continue to increase. The general illumination market segment within the lighting industry is dominated by a number of well-funded multi-national companies such as General Electric Company, Phillips Electronics NV and Osram Sylvania, that have established products and are developing new products that compete with our current and planned lighting products. We may not be able to compete effectively against these or other competitors, most of whom have substantially greater financial resources and operating experience than we do. Many of our current and future competitors may have advantages over us, including:

·	well established products that dominate the market,

·	longer operating histories,

·	established customer bases,

·	substantially greater financial resources,

·	well established and significantly greater technical, research and development, manufacturing, sales and marketing resources, capabilities and experience, and

·	greater name recognition.

Our current and potential competitors have established, and may continue to establish in the future, cooperative relationships among themselves or with third parties that would increase their market dominance and negatively impact our ability to compete with them. In addition, competitors may be able to adapt more quickly than we can to new or emerging technologies and changes in customer needs, or to devote more resources to promoting and selling their products. If we fail to adapt to market demands and to compete successfully with existing and new competitors, our results of operations could be materially adversely affected. The market for lighting technology is changing rapidly and there can be no assurance that we will be able to compete, especially in light of our limited resources. There can be no assurance that any of our current or planned lighting products can compete successfully on a cost, quality or market acceptance basis with competitors’ products and technologies.

We depend on our intellectual property. If we are unable to protect our intellectual property, we may be unable to compete and our business may fail.

Our success and ability to develop our technology and create products and become competitive depend to a significant degree on our ability to protect our proprietary technology, particularly any patentable material. We rely on a combination of patent, trademark, trade secret and other intellectual property laws, nondisclosure agreements and other protective measures to preserve our rights to our technology. In addition, any intellectual property protection we seek may not preclude competitors from developing products similar to ours. In addition, the laws of certain foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States.

We do not currently have sufficient available resources to defend a lawsuit challenging our intellectual property rights or to prosecute others who may be infringing our rights. Accordingly, even if we have strong intellectual property rights and patent rights, we may not be able to afford to engage in the necessary litigation to enforce our rights.

In April, 2015 certain judgment holders placed a levy on all of our intellectual property, demanding that we turn over our patents, trade secrets, manufacturing methods and other intellectual property.

We compete in industries where competitors pursue patent prosecution worldwide and patent litigation is customary. At any given time, there may be one or more patent applications filed or patents that are the subject of litigation, which, if granted or upheld, could impair our ability to conduct our business without first obtaining licenses or granting cross-licenses, which may not be available on commercially reasonable terms, if at all. We have several patent applications pending in the United States and internationally and we expect to file additional patent applications; however, none of these patents may ever be issued. We do not perform worldwide patent searches as a matter of custom and, at any given time, there could be patent applications pending or patents issued that may have an adverse impact on our business, financial condition and results of operations.

Other parties may assert intellectual property infringement claims against us, and our products may infringe on the intellectual property rights of third parties. Intellectual property litigation is expensive and time consuming and could divert management’s attention from our business and could result in the loss of significant rights. If there is a successful claim of infringement, we may be required to develop non-infringing technology or enter into royalty or license agreements which may not be available on acceptable terms, if at all. In addition, we could be required to cease selling any of our products that infringe on the intellectual property rights of others. Successful claims of intellectual property infringement against us may have a material adverse effect on our business, financial condition and results of operations. Even successful defense and prosecution of patent suits is costly and time consuming.

We rely in part on unpatented proprietary technology, and others may independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require employees, consultants, advisors and strategic partners to enter into confidentiality agreements. These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of those trade secrets, know-how or other proprietary information. In particular, we may not be able to protect our proprietary information as we conduct discussions with potential strategic partners. If we are unable to protect the proprietary nature of our technologies, it may have an adverse impact on our business, financial condition and results of operations.

Failure to obtain and maintain industry certification for our lighting products could cause an erosion of our current competitive strengths.

We are designing our lighting products to be UL or ETL (an Intertek listed mark for product compliance to North American safety standards) compliant and intend to seek Energy Star certification, as well as appropriate certifications in the European Union and in other countries. UL or ETL compliance certification is a key standard in the lighting industry, and if we fail to obtain or maintain this standard we may not have any market interest for our products. We may not obtain this certification or we may be required to make changes to our lights, which would delay our commercialization efforts and would negatively harm our business and our results of operations.

Rapid technological changes and evolving industry standards could result in our lighting products becoming obsolete and no longer in demand.

The lighting industry is characterized by rapid technological change and evolving industry standards and is highly competitive with respect to timely product innovation. The introduction of lighting products embodying new technology and the emergence of new industry standards can render existing products and technologies obsolete and unmarketable. Our success will depend in part on our ability to successfully develop commercial applications for our technology, anticipate and respond to technology developments and changes in industry standards, and obtain market acceptance on any products we introduce. We may not be successful in the development of our ESL technology, and we may encounter technical or other serious difficulties in our development or commercialization efforts that would materially and adversely affect our results of operations.

If we fail to maintain proper and effective internal controls in the future, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, investors’ views of us and, as a result, the value of our common stock.

Ensuring that we have effective internal control over financial reporting and disclosure controls and procedures in place is a costly and time-consuming effort that needs to be frequently evaluated. As a public company, we conduct an annual management assessment of the effectiveness of our internal controls over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act of 2002. As a smaller reporting company, we are not currently required to receive a report from our independent registered public accounting firm addressing the effectiveness of our internal controls over financial reporting. As we grow, it may be necessary in the future to update our internal controls over financial reporting on the basis of periodic reviews. If we are not able to comply with the requirements of Section 404, or if we (or our independent registered public accounting firm) identify deficiencies in our internal controls over financial reporting that could rise to the level of a material weakness, we may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal controls over financial reporting, we will be unable to assert that our internal controls over financial reporting are effective. If we are unable to assert that they are effective (or if our independent registered public accounting firm is unable in the future to express an opinion on the effectiveness of our internal controls over financial reporting), we could be subject to investigations or sanctions by the SEC or other regulatory authorities, and we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause an adverse effect on the market price of our common stock, our business, reputation, financial position and results of operation. In addition, we could be required to expend significant management time and financial resources to correct any material weaknesses that may be identified or to respond to any regulatory investigations or proceedings.

Risks Related to our Securities

Our historic stock price has been volatile and the future market price for our common stock is likely to continue to be volatile. This may make it difficult for you to sell our common stock for a positive return on your investment.

The public market for our common stock has historically been volatile. Any future market price for our shares is likely to continue to be volatile. This price volatility may make it more difficult for you to sell shares when you want at prices you find attractive. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of specific companies. Broad market factors and the investing public’s negative perception of our business may reduce our stock price, regardless of our operating performance. Further, the market for our common stock is limited and we cannot assure you that a larger market will ever be developed or maintained. Market fluctuations and volatility, as well as general economic, market and political conditions, could reduce our market price. As a result, these factors may make it more difficult or impossible for you to sell our common stock for a positive return on your investment.

Our management and SAM Special Opportunities Fund, L.P. own a substantial amount of our stock and are capable of influencing our affairs.

As of December 31, 2014, our executive officers and directors (and their respective affiliates) beneficially owned approximately 16.3% of our outstanding common stock, with SAM Advisors, LLC, an investment advisor controlled by William B. Smith, our Chairman, beneficially owning approximately 8.1% of our outstanding common stock. As a result, these shareholders substantially influence our management and affairs and, if acting together, control most matters requiring the approval by our shareholders including the election of directors, any merger, consolidation or sale of all or substantially all of our assets and any other significant corporate transactions. The concentration of ownership may delay or prevent a change of control at a premium price.

Our articles of incorporation contain authorized, unissued preferred stock which, if issued, may inhibit a takeover at a premium price that may be beneficial to you.

Our articles of incorporation allow us to issue up to 10,000,000 shares of preferred stock without further stockholder approval and upon such terms and conditions, and having such rights, preferences, privileges and restrictions as the board of directors may determine. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. In addition, the issuance of preferred stock could have the effect of making it more difficult for a third party to acquire control of, or of discouraging bids for control of our company. This could limit the price that certain investors might be willing to pay in the future for shares of common stock. We have no current plans to issue any shares of preferred stock.

Shares of stock issuable pursuant to our stock options, warrants, convertible debentures and underwriters’ warrants may adversely affect the market price of our common stock.

As of December 31, 2014, we have outstanding under our 2007 Stock Incentive Plan stock options to purchase 829,936 shares of common stock, outstanding warrants to purchase 6,222,228 shares of common stock and outstanding convertible debentures to acquire 1,304,631 shares of common stock. The exercise or conversion of these securities and sales of common stock issuable pursuant to them, would reduce a stockholder’s percentage voting and ownership interest.

The stock options, warrants and convertible debentures are likely to be exercised when our common stock is trading at a price that is higher than the exercise or conversion price of these securities, and we would be able to obtain a higher price for our common stock than we will receive under such securities. The exercise or conversion, or potential exercise or conversion, of these stock options, warrants and convertible debentures could adversely affect the market price of our common stock and adversely affect the terms on which we could obtain additional financing, if needed.

The large number of shares eligible for future sale may adversely affect the market price of our common stock.

The sale, or availability for sale, of a substantial number of shares of common stock in the public market could materially and adversely affect the market price of our common stock and could impair our ability to raise additional capital through the sale of our equity securities. At December 31, 2014, there were 12,950,384 shares of common stock issued and outstanding. Of these shares, approximately 12,187,734 are freely transferable. Our executive officers and directors beneficially own 2,304,174 shares, which would be eligible for resale, subject to the volume and manner of sale limitations of Rule 144 under the Securities Act. An additional 762,650 shares are “restricted shares,” as that term is defined in Rule 144, and are eligible for sale under the provisions of Rule 144.

Our common stock is currently considered a “penny stock” and may be difficult to sell unless we obtain a Nasdaq listing.

Our common stock is subject to certain rules and regulations relating to “penny stock.” A “penny stock” is generally defined as any equity security that has a price less than $5.00 per share and that is not quoted on a national securities exchange such as Nasdaq. Being a penny stock generally means that any broker who wants to trade in our shares (other than with established clients and certain institutional investors) must comply with certain “sales practice requirements,” including delivery to the prospective purchaser of the penny stock a risk disclosure document describing the penny stock market and the risks associated with it. These penny stock rules make it more difficult for broker-dealers to recommend our common stock and, as a result, our stockholders may have difficulty in selling their shares in the secondary trading market. This lack of liquidity may also make it more difficult for us to raise capital in the future through the sale of our equity securities.

We do not intend to pay cash dividends on our common stock, so any return on investment must come from appreciation.

We have never declared or paid any cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. We intend to invest all future earnings, if any, to fund our growth. Therefore, any investment return in our common stock must come from increases in the trading price of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable

ITEM 2. PROPERTIES

We do not own any real property.

Effective February 1, 2014 we entered into a two year lease for our research and development facility and corporate headquarters, consisting of approximately 4,600 square feet of office and light industrial space located in Berkeley, California in the United States. Our lease obligations are $60,000 and $5,000 for the years ended December 31, 2015 and 2016, respectively.

As of December 31, 2013, our corporate headquarters consisted of approximately 200 square feet, located in New York, New York, for total rent per month of $2,035.

ITEM 3. LEGAL PROCEEDINGS

On December 22, 2014, one of the holders of our Convertible Debentures totaling $294,125 plus accrued interest and costs of $77,681 obtained a judgment in their favor for the full amount of principal, interest and costs. The principal and accrued interest have been reclassified on the balance sheet from Convertible Debentures and accrued interest to Judgment payable on the accompanying balance sheet at December 31, 2014.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

PRICE RANGE OF COMMON STOCK

Our common stock is quoted on the OTC Bulletin Board under the trading symbol VUOC. The following table sets forth the range of high and low trading prices as reported by the OTC Bulletin Board for the periods indicated.

	Year ended December 31,
Quarter	2013				2014
	High		Low		High		Low
First	$	2.75	$	0.62	$	1.38	$	0.80
Second	$	1.72	$	1.16	$	1.06	$	0.67
Third	$	1.78	$	1.00	$	0.90	$	0.46
Fourth	$	1.45	$	1.00	$	1.49	$	0.55

These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

The closing price of our common stock on April 15, 2015 was $0.62 per share.

As of April 15, 2015, we had 244 stockholders of record and approximately 2,800 beneficial owners of common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

On October 26, 2007, our board of directors approved the Vu1 Corporation 2007 Stock Incentive Plan (the “Plan”). The stockholders approved the Plan on May 22, 2008. In March 2011, the board of directors increased the number of shares authorized for issuance under the Plan from 500,000 to a total of 1,000,000 shares. A majority of our stockholders approved the amendment to the Plan on October 10, 2011. On August 26, 2013 the board of directors increased the number of shares authorized for issuance under the 2007 Stock Incentive Plan by 1,500,000 shares to a total of 2,500,000 shares. We intend to seek stockholder approval in 2015. The following table gives information as of December 31, 2014, the end of our most recently completed fiscal year, about shares of common stock that may be issued upon the exercise of options, warrants and rights under the Plan.

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans not approved by security holders		392,570	$	0.73		750,000
Equity compensation plans approved by security holders		595,088	$	6.15		133,451
Totals		595,088	$	6.15		883,451

A description of the Plan can be found in Note 9 to the Notes to Consolidated Financial Statements contained in this Annual Report.

Sales of Unregistered Securities

The following provides information regarding sales of equity securities by us during the fiscal year ended December 31, 2014, which were not registered under the Securities Act.

2014 Unit Offerings

From January 31, 2014 to July 10, 2014 we received gross proceeds of $680,000 from accredited investors at a price of $1.00 per unit and issued 680,000 shares of common stock and two-year warrants to purchase 680,000 shares of common stock at an exercise price of $1.25 per share.

From August 4 to December 17, 2014 we received gross proceeds of $585,000 from accredited investors at a price of $0.50 per unit and issued 1,170,000 shares of common stock and two-year warrants to purchase 1,170,000 shares of common stock at an exercise price of $0.75 per share.

On June 30, 2014 we issued 267,191 shares to an accredited investor upon the conversion of a Convertible Promissory Note as discussed in Note 8.

On June 22, 2014 we issued 125,160 shares of the Company's common stock to the holder in payment of accrued, unpaid interest under the Debenture for the period from December 23, 2013 to June 22, 2014.

On October 24, 2014 we issued 14,286 shares of the Company's common stock to the holder in payment of accrued, unpaid interest under the Debenture for the period from December 23, 2013 to June 22, 2014.

On December 22, 2014 we issued 117,650 shares of the Company's common stock to the holder in payment of accrued, unpaid interest under the Debenture for the period from June 23, 2014 to December 22, 2014.

The securities sold in the transactions described above were exempt from registration under Section 4(2) of the Securities Act of 1933 as a sale by an issuer not involving a public offering or under Regulation D promulgated pursuant to the Securities Act of 1933. None of the securities were registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempts transactions by an issuer not involving any public offering. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing elsewhere in this Annual Report. Except for historical information, the following discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

Overview

We are focused on designing, developing and selling a line of mercury-free, energy efficient lighting products based on our proprietary light-emitting technology. For the past several years, we have primarily focused our efforts on research and product development of our Electron Stimulated Luminescence™ (ESL) technology. In 2007, we formed Sendio s.r.o. in the Czech Republic as a wholly-owned subsidiary for continued development of our lighting products, and to design the manufacturing processes required for commercialization and manufacturing. During the second quarter of 2010, we submitted our initial light for safety certification to Underwriters Laboratories (UL®) and, in October 2010, we received that certification. Our efforts are presently focused on this initial product, the R30 size light for recessed fixtures. We are currently supporting initial production of this light and are continuing to enhance our manufacturing capabilities through an outsourcing arrangement with Shenzhen. In addition, we are currently developing our version of the standard Edisonian A19 screw-in light (and its European equivalent, the A60), the most common general purpose electric light in the world. We submitted this light in June 2011 for safety certification to UL and, in August 2011, we received certification. We are also developing an R40 flood light for the United States commercial market and a smaller R63 light for the European market to be used in currently-installed recessed lighting fixtures. The commercial viability of our ESL technology will largely depend on these results, the ability to manufacture our products on a large scale commercial basis, market acceptance of the products and other factors noted in the "Risk Factors" section of this Annual Report.

During 2014, we focused on initiatives to continue development of manufacturing operations to our third party manufacturers in China. The initiatives also included continued efforts to refine the manufacturing processes and developing quality control testing necessary for quantity manufacturing. In addition, we established our research and development and corporate headquarters facility in Berkeley, California in the United States to continue our refinement of our technology and design next generation bulbs. Our progress has been limited, primarily due to lack of adequate funding necessary to execute our business plan. These initiatives are ongoing and, as a result, we had no revenues in 2014.

As noted above, our independent registered public accounting firm has issued a “going concern” modification to its report on our financial statements for the year ended December 31, 2014, stating that we had a net loss and negative cash flows from operations in fiscal 2014 and that we have an accumulated deficit. Accordingly, these conditions raise substantial doubt about our ability to continue as a going concern. Our Consolidated Financial Statements do not include any adjustments that might result from this going-concern uncertainty.

Factors Affecting Financial Results

Our anticipated expenditures related to our current operations will primarily depend on personnel costs and additional equipment needs for continued development and manufacturing of our line of lighting products. In addition, we anticipate we will incur substantial costs related to establishing the strategic business relationship with our product manufacturer, as well as for sales, marketing and distribution-related costs, and increased administrative costs. An overall estimate of our capital expenditures is primarily dependent upon the success of our development and the commercial manufacturing results for our lighting products, and as such cannot be presently estimated.

Our anticipated costs in 2015 for the continued development of our line of ESL lighting products cannot be reasonably estimated due to the inherent uncertainty of the research and feasibility of the manufacturing processes. There can be no assurance that this development process will be successful or, if successful, that the technology will find a market and achieve sales that can sustain our operations without additional funding.

Our emphasis on the development of our planned products, the additional manufacturing processes required by our product manufacturer, the distribution, marketing and branding of products and the development of sales channels relating to our lighting products will command management’s primary attention during the next 12 months. It will also comprise the primary use of our financial resources. In 2015, our success will depend on our ability to secure additional funding, reach commercial manufacturing levels for our R30 and R40 lights, generate market awareness and acceptance of our current and planned lighting products, protect our technology through patents and trade secrets, and develop our planned products to meet industry standards. If we are unable for technological, financial, competitive or other reasons to successfully take these steps, our business and operations will be adversely affected.

Results of Operations

The following discussion should be read in conjunction with the information set forth in our Consolidated Financial Statements and notes thereto appearing elsewhere in this Annual Report.

Years ended December 31, 2014 and 2013

Revenues

We had no revenues for the years ended December 31, 2014 and 2013.

Research and Development Expenses

For the years ended December 31, 2014 and 2013, we were involved in a single project to develop and commercialize our proprietary technology in our R30 size light bulb. For the year ended December 31, 2014 and 2013, research and development expenses were comprised of technical consulting expenses, product line development fees, share based compensation expenses, materials and travel. Research and development expenses increased approximately $151,000 to $798,000 for the year ended December 31, 2014 compared to $647,000 for the year ended December 31, 2013. The increase was primarily due to increases in technical consulting fees and travel during 2014.

General and Administrative Expenses

General and administrative expenses for the years ended December 31, 2014 and 2013 were comprised of share-based compensation expenses, consulting expenses, professional and legal fees, insurance, travel and general corporate related overhead and office expenses. General and administrative expenses decreased by approximately $549,000 to $1,143,000 for the year ended December 31, 2014 compared to $1,692,000 for the year ended December 31, 2013. Non-cash charges related to share-based compensation expenses decreased $648,000 to $461,000 for the year ended December 31, 2014 relating primarily to stock and stock options issued to directors and officers compared to $1,109,000 for the year ended December 31, 2013. This decrease was partially offset by increases in rent expense and insurance expense.

Marketing Expenses

Marketing expenses for the years ended December 31, 2014 and 2013 were comprised of consulting fees, and office related expenses. For the year ended December 31, 2013 marketing expenses also included share based compensation expense. Marketing expenses decreased by approximately $157,000 to $218,000 for the year ended December 31, 2014 compared to $375,000 for the year ended December 31, 2013. The decrease was due primarily to decreases in consulting fees for the year ended December 31, 2014.

Other Income and Expense

Other income and expense for the years ended December 31, 2014 and 2013 was comprised of interest expense and loss on conversion of debt.

Interest expense for the year ended December 31, 2014 decreased $360,000 to $831,000 compared to $1,192,000 for the year ended December 31, 2014. Interest expense for the year ended December 31, 2014 and 2013 includes the amortization related to the original issue discount, beneficial conversion feature, warrant allocation and loan costs related to our Convertible Debentures as discussed in Note 6 to the Notes to Consolidated Financial Statements. In addition, interest expense includes interest related to our Bridge Notes as discussed in Note 7 to the Notes to Consolidated Financial Statements as well as interest expense related to loans payable as discussed in Note 8 to the Notes to Consolidated Financial Statements. The decrease primarily due to the decrease in non-cash amortization of the original issue discount, beneficial conversion feature, warrant allocation and loan costs related to our Convertible Debentures, which were fully amortized in 2013. This was partially offset by increases in interest expense related to the interest on the defaulted Note Payable as discussed in Note 8 and Note 12.

Liquidity and Capital Resources

We had cash of $1,903 and short-term debt of $2,888,300, of which $235,300 is in default as of December 31, 2014. Five former holders of our Convertible Debentures totaling $1,000,025 in principal plus accrued interest of $295,895 as of December 31, 2014 obtained judgments against us as discussed in Note 5.

Through April 16, 2015 we have raised a total of $260,000 in a private placement to accredited investors at a purchase price of $1.00 per share. The investors were issued 520,000 shares of restricted common stock and five-year warrants to purchase 520,000 shares of common stock at an exercise price of $0.75 per share.

Effective January 20, 2015 the holders of the Notes under the Loan Agreement dated December 20, 2012 as discussed in Note 8 to the consolidated financial statements converted $100,000 of principal and $427,031 of accrued interest under the Notes into an aggregate of 702,709 shares of common stock and three year warrants to purchase 702,709 shares of common stock at an exercise price of $1.00 per share. The Company will recognize the loss on conversion in the first quarter of 2015.

We must obtain additional financing in 2015 to fund our operations, research and product development and manufacturing activities, through one or more debt or equity financings. Our efforts to raise sufficient capital may not be successful, and even if we are able to obtain additional financing, the terms of any such financing may be unfavorable to us and may be highly dilutive to existing stockholders. No assurance can be given that additional financing will be available on terms acceptable to us, if at all.

If we are unable to obtain sufficient cash to continue to fund operations or if we are unable to locate a strategic partner, we may be forced to curtail or cease operations. Any inability to obtain additional cash as needed would have a material adverse effect on our financial position, results of operations and our ability to continue in existence. Our independent registered public accounting firm added an explanatory paragraph to its opinion on our 2014 financial statements stating that there was substantial doubt about our ability to continue as a going concern.

Contractual Obligations

We have contractual obligations for operating leases as of December 31, 2014 of $60,000 and $5,000 for the years ended December 31, 2015 and 2016, respectively.

Impact of Inflation

We expect to be able to pass inflationary increases for raw materials and other costs on to our customers through price increases, as required, and do not expect inflation to be a significant factor in our business.

Seasonality

Although our operating history is limited, we do not believe our products are seasonal.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Estimates and Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates that affect the reported amounts of assets, liabilities and expenses. We evaluate our estimates on an ongoing basis and base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances at that time. The discussion below is intended as a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the dollar amounts reported on our financial statements. Actual results may differ from these estimates under different assumptions or conditions. We believe that the following critical accounting policies affect our more significant estimates used in the preparation of our financial statements and is important to the understanding of our results of operations. This is not a complete list of all of our accounting policies, and there may be other accounting policies that are significant to your understanding of our company. For a detailed discussion on the application of these and our other accounting policies, see Note 2 to the Notes to Consolidated Financial Statements.

Share-Based Payments

Fair Value Measurements

ASC 820 “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Significant fair value measurements resulted from our discount and beneficial conversion feature and warrant allocation on our convertible debentures and our share-based payment arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is the risk of loss to future earnings, to fair values or to future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes.

Under our manufacturing agreement with our Chinese manufacturing partner, we are invoiced in U.S. dollars. However, we may be subject to the risk of fluctuations in raw material prices in the future. We have not used any forward contracts or currency borrowings to hedge our exposure to foreign currency exchange risk, but we may consider the use of such contracts in the future.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is set forth in our Consolidated Financial Statements and notes thereto beginning at page F-1 of this Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH THE ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Control and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, as of the end of the fiscal year covered by this Annual Report, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at December 31, 2014.

There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of fiscal 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our internal control over financial reporting as of December 31, 2014, based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on our evaluation under the framework in “Internal Control – Integrated Framework (2013)”, management concluded that our internal control over financial reporting was effective as of December 31, 2014.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

/s/ William B. Smith		/s/ Matthew J. DeVries
William B. Smith Chief Executive Officer		Matthew J. DeVries Chief Financial Officer

THE FOREGOING MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING SHALL NOT BE DEEMED TO BE “FILED” WITH THE SEC, NOR SHALL SUCH INFORMATION BE INCORPORATED BY REFERENCE INTO ANY PAST OR FUTURE FILING UNDER THE SECURITIES ACT OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT WE SPECIFICALLY INCORPORATE IT BY REFERENCE INTO SUCH FILING.

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth the names and ages of our executive officers, directors and key personnel, and their positions with us, as of April 15, 2015:

Name	Age	Title
William B. Smith	46	Chairman of the Board of Directors and Chief Executive Officer

Matthew J. DeVries	52	Chief Financial Officer

Charles Hunt, Ph.D.	61	Director

John E. Rehfeld	74	Director

W. Duncan Troy	55	Director

Mark W. Weber	57	Director

The principal occupations for the past five years (and, in some instances, for prior years) of each of our executive officers and directors are as follows:

William B. Smith has served as our Chief Executive Officer since June, 2012. He was elected to our board of directors in November 2010 and elected chairman in January 2011. Mr. Smith is the Founder and has been the Chief Executive Officer of Smith Asset Management, Inc. since 1997. Mr. Smith is also the President and Chief Executive Officer since 2004 of SAM Advisors, LLC, a money management firm spun off from Smith Asset Management, Inc., specializing in distressed public debt and equities trading at discounts to intrinsic value, as well as special situation investments. In addition, Mr. Smith is the founder and has been the Managing Member of SAM Capital Partners, LLC, the General Partner of SAM Special Opportunities Fund, LP (our largest stockholder) since 2009.

As the Chairman and our company’s largest stockholder (through entities controlled by him), Mr. Smith leads the board and guides the company. Mr. Smith brings a deep background in technology companies through his portfolio investments, and extensive experience in mergers and acquisitions and capital markets transactions.

Matthew J. DeVries has served as our Chief Financial Officer since October 2006. Mr. DeVries has been an independent financial consultant since 2001, providing public and privately-held corporations financial assistance and has coordinated audits and supervised the preparation and filing of public disclosure documents for corporations in his consulting practice.

Charles Hunt, Ph.D. was elected to our board of directors in October 2006. Dr. Hunt holds B.S.E.E. and M.S.E.E. degrees from the University of Utah and a Ph.D. in electrical engineering from Cornell University. He has been at the University of California at Davis since 1986, where he is presently a Professor with multiple appointments and a visiting Professor of Electronics in the Faculty of Physics of the University of Barcelona. Dr. Hunt is a Senior Member of the Institute of Electrical and Electronics Engineers, and is author or co-author of more than 120 refereed publications and eight books, and holds 12 patents. From 1997 to 2004, he served as editor of the journal, Solid-State Electronics.

Dr. Hunt brings 25 years of scientific knowledge in technology product development in the electronic and electrical industries, making his insights invaluable to the board.

John E. Rehfeld was elected to our board of directors in September 2011. Mr. Rehfeld is currently on the board of directors of Lantronix, Inc., a provider of secure communication technologies (since May 2010), Local.com Corporation, a local search engine provider (since 2005), and Enkeboll Design, a privately-held company (since January 2006). Mr. Rehfeld was previously a director of ADC Telecommunications, Inc., a provider of network infrastructure solutions (from September 2004 to December 2010, when it was sold), Overtone, a privately-held company that monitors company-hosted online forums and feedback platforms (from 2002 to April 2011, when it was sold), and Primal Solutions, Inc., a managed software solutions provider (from December 2008 to June 2009). Mr. Rehfeld most recently served as Chief Executive Officer of Spruce Technologies, Inc., a DVD authoring software company, during 2001. From 1997 to 2001, Mr. Rehfeld served as Chairman and Chief Executive Officer of ProShot Golf, Inc. He also served as President and Chief Executive Officer of Proxima Corporation from 1995 to 1997, and as President and Chief Executive Officer of ETAK, Inc. from 1993 to 1995. Mr. Rehfeld is the Chairman Emeritus of the Forum of Corporate Directors in Orange County, California.

Mr. Rehfeld’s over 30 years of executive experience in high growth industries, including prior experience as a Chief Executive Officer of a number of companies; prior and current experience serving as a director of a number of public and private companies, and a distinguished educational background, including an M.B.A. degree from Harvard University and a B.S. degree in chemical engineering from the University of Minnesota, as well as his current positions as adjunct professor of marketing and strategy for the Executive M.B.A. Programs at Pepperdine University (since 1998) and the University of San Diego (since 2010), provide him with the skills and qualifications to serve on our board of directors.

Duncan Troy was elected to our board of directors in February 2004, and served as our Chairman of the Board from May 2004 to July 2008, and from July 2010 to January 2011. Mr. Troy was a former Telegen advisory board member and is a current director of the following U.K. based companies: Private Equity III Limited, a U.K. investment vehicle (from September 1996 to date) and SMS Lottome Limited, a U.K. cell phone lottery and gaming company (from March 2004 to date).

Mr. Troy’s nearly 30 years of service as a board member and investor in many early-stage and growth companies make him well qualified as a member of our board.

Mark W. Weber was elected to our board of directors in June 2005. Mr. Weber has been a marketing consultant, strategic planner and senior business advisor to financial services companies, technology companies and emerging growth companies since 1988. Mr. Weber has been involved in raising private capital and launching start up, emerging growth technology companies and new banks over the past 20 years. Since 1988, he has been the President of Weber Marketing Group, the 12th largest marketing agency in Washington State and a national provider of marketing consulting and branding services to financial services and technology companies across the United States. Mr. Weber was a founder and board member of Pacifica Bank from 1998 to 2005. Pacifica Bank was a SEC-registered business bank sold in 2005 to United Bank California. Mr. Weber also served as chairman of the board’s compensation committee at Pacifica from 2002 to 2005. Mr. Weber served as an advisory board member of several technology and emerging growth companies between 1990 and 2001. He has been on the Board of Trustees of the Noemi Fund, part of Agros International, since 2003.

Mr. Weber’s experience in launching, marketing and branding technology and emerging growth companies make him well qualified to be a member of our board.

All directors hold office until the next annual meeting of stockholders and the election and qualification of their successors. Officers are elected annually by the board of directors and serve at the discretion of the board. There are no family relationships among our directors and executive officers. As of April 15, 2015, there are no proceedings to which any of our directors, executive officers, affiliates or stockholders is a party adverse to us.

Board of Directors and Corporate Governance

Our board of directors is responsible for establishing broad corporate policies and for overseeing our overall management. In addition to considering various matters which require board approval, the board provides advice and counsel to, and ultimately monitors the performance of, our senior management.

We established a Compensation Committee in 2008, and an Audit Committee and Nominations and Corporate Governance Committee in September 2011. The charters for the Audit Committee, Compensation Committee and Nominations and Corporate Governance Committee are available at our website, www.vu1.com. Four members of our board of directors, Charles Hunt, John E. Rehfeld, Duncan Troy and Mark W. Weber, are considered “independent” within the meaning of the listing rules of the Nasdaq Stock Market.

The board, its committees and our management strive to perform and fulfill their respective duties and obligations in a responsible and ethical manner. The board and the Audit, Compensation and Nominations and Corporate Governance Committees each perform annual self evaluations. We have adopted a Code of Ethics that applies to our Chief Executive Officer and Chief Financial Officer. Upon request, we will provide to any person without charge a copy of our Code of Ethics. Any such request should be made to Matthew DeVries, Chief Financial Officer, Vu1 Corporation, 1001 Camelia Ave Berkeley, CA 94710.

Committees of the Board

Audit Committee. The board has an Audit Committee comprised of two non-employee directors, John E. Rehfeld (chairman) and Mark W. Weber. Each member of the Audit Committee is independent as defined under Nasdaq’s listing rules. The board of directors has determined that Mr. Rehfeld qualifies as an “audit committee financial expert.” The Audit Committee functions pursuant to a written charter, under which the committee has such powers as may be assigned to it by the board from time to time. The Audit Committee was established in September 2011. The Audit Committee is currently charged with, among other things:

·	recommending to the board of directors the engagement or discharge of our independent public accountants, including pre-approving all audit and non-audit related services;

·	the appointment, compensation, retention and oversight of the work of the independent auditor engaged by us for the purpose of preparing or issuing an audit report or performing other audit review or attest services for us;

·	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

·	approving the scope of the financial audit;

·	requiring the rotation of the lead audit partner;

·	consulting regarding the completeness of our financial statements;

·	reviewing changes in accounting principles;

·	reviewing the audit plan and results of the auditing engagement with our independent auditors and with our officers;

·	reviewing with our officers, the scope and nature and adequacy of our internal accounting and other internal controls over financial reporting and disclosure controls and procedures;

·	reviewing the adequacy of the Audit Committee Charter at least annually;

·	performing an internal evaluation of the Audit Committee on an annual basis; and

·	reporting to the board of directors on the Audit Committee's activities, conclusions and recommendations.

Compensation Committee. The board has a Compensation Committee comprised of two non-employee directors, Duncan Troy (chairman) and Mark Weber. Each member of the Compensation Committee is independent as defined under Nasdaq’s listing rules. The Compensation Committee functions pursuant to a written charter, under which the committee has such powers as may be assigned to it by the board from time to time. The Compensation Committee was established in 2008. The Compensation Committee is currently charged with, among other things, assisting the board in:

·	approving and evaluating the compensation of directors and executive officers;

·	establishing strategies and compensation policies and programs for employees to provide incentives for delivery of value to our stockholders;

·	establishing policies to hire and retain senior executives, with the objective of aligning the compensation of senior management with our business and the interests of our stockholders;

·	together with management, surveying the amount and types of executive compensation paid by comparable companies, and engaging consultants as necessary to assist them;

·	periodically reviewing corporate goals and objectives relevant to executive compensation and making recommendations to the board for changes;

·	assisting management in evaluating each executive officer's performance in light of corporate goals and objectives, and recommending to the board (for approval by the independent directors) the executive officers' compensation levels based on this evaluation;

·	overseeing our stock option plan or other stock-based plans with respect to our executive officers and employee board members, who are subject to the short-swing profit restrictions of Section 16 of the Securities Exchange Act of 1934, as amended;

·	reviewing the overall performance of our employee benefit plans and making recommendations to the board regarding incentive-compensation plans and equity-based plans;

·	together with the Nominations and Corporate Governance Committee, reviewing and making recommendations to the independent directors of the board regarding the form and amount of director compensation;

·	ensuring that our compensation policies meet or exceed all legal and regulatory requirements and any other requirements imposed on us by the board; and

·	producing an annual report on executive compensation for inclusion in our information statement.

In general, the Compensation Committee formulates and recommends compensation policies for board approval, oversees and implements these board-approved policies, and keeps the board apprised of its activities on a regular basis. In addition, the Compensation Committee together with the Nominations and Corporate Governance Committee, develops criteria to assist the board's assessment of the Chief Executive Officer's leadership of our company.

Nominations and Corporate Governance Committee. The board has a Nominations and Corporate Governance Committee comprised of two non-employee directors, Mark W. Weber (chairman) and Duncan Troy. Each member of the Nominations and Corporate Governance Committee is independent as defined under Nasdaq’s listing rules. The Nominations and Corporate Governance Committee functions pursuant to a written charter, under which the committee has such powers as may be assigned to it by the board from time to time. The Nominations and Corporate Governance Committee was established in September 2011. Until the formation of the Nominations and Corporate Governance Committee, the entire board of directors performed the functions of the Nominations and Corporate Governance Committee. The Nominations and Corporate Governance Committee is currently charged with, among other things, assisting the board in:

·	identifying individuals qualified to become board members and recommending that the board select a group of director nominees for each next annual meeting of our stockholders;

·	ensuring that the Audit, Compensation and Nominations and Corporate Governance Committees of the board have the benefit of qualified and experienced "independent" directors;

·	developing and recommending to the board a set of effective corporate governance policies and procedures applicable to us, and reviewing and reassessing the adequacy of such guidelines annually and recommending to the board any changes deemed appropriate;

·	periodically reviewing the charters of all board committees and recommending to the committees and board any changes deemed appropriate;

·	developing policies on the size and composition of the board;

·	conducting annual evaluations of the performance of the board, committees of the board and individual directors;

·	reviewing conflicts of interest and the independence status of directors;

·	together with the Compensation Committee, reviewing and making recommendations to the independent directors of the board regarding the form and amount of director compensation;

·	reviewing the structure of our senior staffing and management succession plans with the Chief Executive Officer;

·	together with the Compensation Committee, developing criteria to assist the board's assessment of the Chief Executive Officer's leadership of our company; and

·	generally advising the board (as a whole) on corporate governance matters.

Committee Interlocks and Insider Participation

No member of our board of directors is an employee or consultant for us or our subsidiaries, except for William B. Smith.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors and persons who own more than 10% of our common stock to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such officers, directors, and 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) reports they file.

We believe that our officers, directors, and 10% stockholders complied with their Section 16(a) filing obligations during the year ended December 31, 2014.

Code of Ethics

On March 29, 2011, we adopted a Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial and accounting officer or persons performing similar functions. The Code of Ethics and Business Conduct codifies the business and ethical principles that govern all aspects of our business.

ITEM 11. EXECUTIVE COMPENSATION

The following table provides information about the compensation paid to, earned or received during the last two fiscal years ended December 31, 2014 and 2013 by (a) all persons serving as principal executive officer, and (b) our two other most highly compensated executive officers whose total compensation exceeded $100,000 in fiscal 2013, as follows (collectively, the “Named Executive Officers”):

·	William B. Smith, our Chief Executive Officer (principal executive officer);

·	Matthew DeVries, Chief Financial Officer (principal financial officer).

Summary Compensation Table

	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)


Name and Principal Position
William B. Smith Chief Executive Officer,	2014		245,000		-		-		26,824		-		-		-		271,824
Principal Executive Officer (1)	2013		240,000		-		-		383,726		-		-		-		623,726

Matthew DeVries	2014		180,000		-		100,818		-		-		-		-		280,818
Chief Financial Officer (2)	2013		180,000		-		87,619		-		-		-		-		267,619

________________

(1)	On June 11, 2012, the board of directors appointed Mr. Smith as our Chief Executive Officer. The 2014 and 2013 option awards amount is comprised of the fair value of the vested portion of a ten-year option to purchase 250,000 shares of common stock at an exercise price of $1.70 per share awarded on February 20, 2013 with a fair value of $410,550. For the year ended December 31, 2013, a total of $75,000 of his salary was converted into 48,842 shares of our common stock based on the closing market prices of our common stock on the last business day of each month. This amount does not reflect the actual amounts that may be realized. The fair values of the options were computed using the Black-Scholes option valuation method with the assumptions as detailed in Note 9 to the Notes to Consolidated Financial Statements.

(2)	The 2014 stock awards amount is comprised of the fair value in the amount of $32,688 of the vested portion of a grant of 50,000 shares of restricted stock awarded on August 26, 2013 at a price of $1.20 per share. It also includes the fair value of a fully vested ten-year option to purchase 100,000 shares of common stock at an exercise price of $0.70 per share awarded on September 15, 2014 with a fair value of $68,130. The 2013 stock awards amount is comprised of the fair value of 20,000 shares of restricted common stock awarded on February 20, 2013 at a price of $1.61 per share and the vested portion of a grant of 50,000 shares of restricted stock awarded on August 26, 2013 at a price of $1.20 per share. The fair value of the awards was $32,200 and $60,000, respectively of which $32,200 and $27,312 was recognized in 2013. The fair values were based on the closing market price of our common stock on the date of grant. The 2013 stock awards amount is comprised of the fair value of the vested portion of a grant of 20,000 shares of restricted stock award on August 17, 2012 at a price of $2.24 per share based on the closing market price of that date. The fair value of the award was $44,800, of which $28,107 was recognized in 2013. The 2013 option awards amount is comprised of the fair value of a fully vested ten-year option to purchase 10,100 shares of common stock at an exercise price of $1.61 per share awarded on February 20, 2013 with a fair value of $16,260. This amount does not reflect the actual amounts that may be realized. The fair values of the options were computed using the Black-Scholes option valuation method with the assumptions as detailed in Note 9 to the Notes to Consolidated Financial Statements.

The following table summarizes equity awards outstanding at December 31, 2014 for each of the executive officers named in the Summary Compensation Table above:

Outstanding Equity Awards at Fiscal Year End

	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exciseable		Number of Securities Underlying Unexercised Options (#) Unexerciseable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

William B. Smith		12,500		--		--	$	7.80	8/21/2016		--		--		--		--
William B. Smith		250,000		--		--	$	1.70	3/11/2018		--		--		--		--
Matthew DeVries		100,000		--		--	$	0.70	9/15/2024		--		--		--		--
Matthew DeVries		10,100		--		--	$	1.61	2/20/2023		--		--		--		--
Matthew DeVries		8,750		--		--	$	10.40	3/13/2021		--		--		--		--
Matthew DeVries		9,016		--		--	$	20.00	9/8/2018		--		--		--		--

Employment Agreements

We do not have agreements with any of our Named Executive Officers providing for payments, whether from resignation, retirement or other termination of employment, resulting from a change of control.

Director Compensation

Non-employee Director Compensation. Non-employee directors currently receive no cash compensation for serving on our board of directors, other than reimbursement of all reasonable expenses for attendance at board and board committee meetings. Under our 2007 Stock Incentive Plan, non-employee directors are entitled to receive stock options to purchase shares of common stock or restricted stock grants.

Employee Director Compensation. Directors who are employees of our company receive no compensation for services provided in that capacity, but are reimbursed for out-of-pocket expenses in connection with attendance at meetings of our board and its committees.

The table below summarizes the compensation we paid to non-employee directors for the year ended December 31, 2014:

Director Compensation

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
W. Duncan Troy (1)		-		32,688		34,065		-		-		-		66,753
W. Duncan Troy (1)		-		32,688		34,065		-		-		-		66,753
Mark W. Weber (1)		-		32,688		34,065		-		-		-		66,753
Charles E. Hunt (1)		-		32,688		34,065		-		-		-		66,753
John E. Rehfeld (1)		-		32,688		34,065		-		-		-		66,753

_____________

(1)

The 2014 stock awards amount is comprised of the fair value of the vested portion of a grant of 50,000 shares of restricted stock award on August 26, 2013 at a price of $1.20 per share based on the closing market price of that date. The fair value of the award was $60,000, of which $32,688 was recognized in 2014. The option awards amount is comprised of the fair value of a fully vested ten-year option to purchase 50,000 shares of common stock at an exercise price of $0.70 per share awarded on September 15, 2014 with a fair value of $34,065.

The option amounts discussed above do not reflect the actual amounts that may be realized. The fair values of the options were computed using the Black-Scholes option valuation method with the assumptions as detailed in Note 9 to the Notes to Consolidated Financial Statements.

2007 Stock Incentive Plan

In October 2007, our board of directors adopted the Vu1 Corporation 2007 Stock Incentive Plan (the “Stock Plan”). As of December 31, 2014, 829,936 shares of common stock were reserved for issuance upon the exercise of outstanding stock options under the Stock Plan. Set forth below is a summary of the Stock Plan, but this summary is qualified in its entirety by reference to the full text of the Stock Plan, which has been filed with the SEC, and any stockholder who wishes to obtain a copy of the Stock Plan may do so by written request to Vu1 Corporation, 1001 Camelia Ave, Berkeley, CA 94710, Attention: Mr. Matthew DeVries, Chief Financial Officer.

Administration. The Stock Plan is administered by our board of directors, or a committee appointed by, and consisting of two or more members of the board of directors. Each member of the committee must exhibit the independence necessary to comply with any applicable securities law, the rules of the exchange on which our common stock is traded or any other applicable law, as necessary. Committee members serve for such term as the board may determine, subject to removal by the board at any time.

Except for the terms and conditions explicitly set forth in the Stock Plan, the administrator has exclusive authority, in its discretion, to determine all matters relating to awards under the Stock Plan, including the selection of individuals to be granted awards, the type of awards, the number of shares of common stock subject to an award, all terms, conditions, restrictions and limitations, if any, of an award and the terms of any document, agreement or instrument that evidences the award. The administrator also has exclusive authority to interpret the Stock Plan and may from time to time adopt, and change, rules and regulations of general application for the Stock Plan’s administration. The administrator’s interpretation of the Stock Plan and its rules and regulations, and all actions taken and determinations made by the administrator pursuant to the Stock Plan, are conclusive and binding on all parties involved or affected. The administrator may delegate administrative duties to such of our officers as it so determines.

Shares subject to the Stock Plan. The Stock Plan authorizes the granting of awards for up to an aggregate of 2,500,000 shares of our authorized but unissued common stock (subject to adjustment as described below). Shares that were previously the subject of an award under the Stock Plan that are no longer subject to the award become available for future grant.

Eligible Participants. All of our employees, directors, officers, consultants, agents, advisors and independent contractors and of our subsidiaries are eligible to participate in the Stock Plan, as selected by the administrator.

Awards. The administrator has the authority, in its sole discretion, to determine the type or types of awards to be made under the Stock Plan. Such awards include incentive stock options, nonqualified stock options and stock awards. Awards may be granted singly or in combination. An eligible person may receive one or more grants of awards as the administrator may from time to time determine, and such determinations may be different as to different holders and may vary as to different grants, even when made simultaneously.

·	Stock Options. Each option will vest and become exercisable from time to time over such period and upon such terms as the administrator may determine; provided that unless the administrator specifies a different schedule, the default vesting rate is 36 months after the grant date. The exercise price of each stock option granted will be as determined by the administrator, but will not be less than 100% of the fair market value of the common stock on the date the option is granted. The administrator has the authority to determine the treatment of stock option grants upon a participant’s retirement, disability, death or termination. Stock options granted under the Stock Plan may not be assigned or transferred by the holder of the option other than by will or by the applicable laws of descent and distribution and, during the holder’s lifetime, such awards may be exercised only by the holder.

	With respect to incentive stock options, (i) the aggregate fair market value of the common stock with respect to which options are exercisable for the first time by a participant in any calendar year may not exceed $100,000 (with any amount in excess of $100,000 being treated as a nonqualified stock option) and (ii) the expiration date of such options may not be more than ten years after the date of the grant.

	Incentive stock options may be granted to a person who, at the time the option is granted, owns more than 10% of our outstanding voting capital stock only if the exercise price per share is not less than 110% of the fair market value of the common stock on the grant date and the option term does not exceed five years from the grant date.

·	Restricted Stock Awards. The administrator, in its discretion, may grant restricted stock awards to participants on terms and conditions established by the administrator, including vesting terms conditioned on performance-based criteria or time of continuous service to us, rights of repurchase, and other terms, conditions and restrictions. Such terms may include, but are not limited to, acceleration of vesting or termination of rights to repurchase shares upon events such as death or disability of a participant or termination of a participant’s employment or term of board service. A participant to whom an award of restricted stock is made will generally have all the rights of a stockholder with respect to such shares, including the right to vote and to receive dividends, except as set forth in the applicable award agreement.

Adjustments. If our outstanding common stock is at any time changed or exchanged by declaration of a stock dividend, stock split, reverse stock split, combination of shares, recapitalization, merger, consolidation or other corporate reorganization, in which we are the surviving corporation, an appropriate adjustment will be made in the number and kind of shares that have been awarded pursuant to the Stock Plan and that may be thereafter awarded.

In the event of any "corporate transaction" (a term defined in the Stock Plan generally as a change in control), all outstanding awards will become fully vested and exercisable immediately prior to the effective date of the corporate transaction. The outstanding awards will not become fully vested if replaced by a comparable award as determined by the administrator by the successor company.

Withholding. If any withholding amount for the exercise of a stock option or restricted stock award under the Stock Plan is required by law, we may (a) require a participant to remit a cash amount sufficient to satisfy, in whole or in part, any federal, state and local withholding requirements prior to delivery of certificates for common stock, (b) grant a participant the right to satisfy any withholding requirements, in whole or in part, by electing to require that we withhold from the shares of common stock issuable to the participant, that number of full shares of common stock having a fair market value equal to the amount required to be withheld, (c) grant a participant the right to deliver shares of unrestricted stock to us, or (d) satisfy withholding requirements through any other lawful method, such as through additional withholdings against the participant’s other wages with us.

Termination of Stock Plan. The board of directors may suspend, terminate or amend the Stock Plan at any time without stockholder approval, except as stockholder approval may be required under (a) Rule 16b-3 of the Securities Exchange Act of 1934, (b) the Internal Revenue Code or certain regulations promulgated pursuant to the Code, (c) the rules for listed companies on the national securities exchange on which the common stock is traded, if applicable, or (d) any other applicable law or rule. No incentive stock options may be granted under the Stock Plan after October 26, 2017.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the number of shares of our common stock beneficially owned on April 16, 2015 by:

·	each person who is known by us to beneficially own 5% or more of our common stock,

·	each of our directors and executive officers, and

·	all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of our common stock which may be acquired upon exercise or conversion of stock options, warrants or other convertible securities which are currently exercisable or convertible, or which become exercisable within 60 days after the date indicated in the table, are deemed beneficially owned by those holders. Subject to any applicable community property laws, the persons or entities named in the table below have sole voting and investment power with respect to all shares indicated as beneficially owned by them.

Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Owner (2)				Percent of Class (3)
Scott D. Hodges		3,885,151	(4	)		27.4	%
8843 Forest Creek Lane
Ooltewah Tennessee 37363

SAM Special Opportunity Fund		1,141,369	(5	)		8.1	%

SAM Advisors LLC		1,141,369	(5	)		8.1	%

William B. Smith		1,141,369	(5	)		8.1	%
111 Broadway, Suite 808
New York, New York 10006

Polymer Holdings, Ltd.		691,756				4.9	%
Broomhill Road
Stonehaven, UK AB39 2NH

Mark W. Weber		441,796	(6	)		3.1	%

Duncan Troy		192,850	(7	)		1.4	%

Matthew DeVries		235,366	(8	)		1.7	%

Charles Hunt, Ph. D.		163,793	(9	)		1.2	%

John E. Rehfeld		129,000	(10	)		0.9	%

All directors and officers as a group (8 persons)		2,304,174	(11	)		16.3	%

________

(1)	Unless otherwise indicated, the address of each person is c/o Vu1 Corporation, 1001 Camelia Avenue Berkeley, CA 94710.

(2)	Unless otherwise indicated, includes shares owned by a spouse, minor children and relatives sharing the same home, as well as entities owned or controlled by the named person. Also includes shares if the named person has the right to acquire those shares within 60 days after March 20, 2014, by the exercise or conversion of any warrant, stock option or other convertible securities. Unless otherwise noted, shares are owned of record and beneficially by the named person.

(3)	The calculation in this column is based upon 14,173,093 shares of common stock outstanding on April 16, 2015. The shares of common stock underlying warrants, stock options or other convertible securities are deemed outstanding for purposes of computing the percentage of the person holding them but are not deemed outstanding for the purpose of computing the percentage of any other person.

(4)	Includes warrants to purchase 574,000 shares of common stock at an exercise price of $2.00 per share, warrants to purchase 25,000 shares of common stock at an exercise price of $1.50 per share, warrants to purchase 380,000 shares of common stock at $1.25 per share and warrants to purchase 810,000 shares of common stock at an exercise price of $0.75 per share.

(5)	Consists of 354,207 shares of common stock held by SAM Special Opportunity Fund, LP, an investment partnership advised by SAM Advisors, LLC, and 419,612 shares of common stock held by SAM Advisors, LLC, a money management firm. Also includes options to purchase 12,500 shares of common stock at an exercise price of $7.80 per share and options to purchase 250,000 shares of common stock at an exercise price of $1.70 per share held by Mr. Smith. Mr. Smith, our Chairman and Chief Executive Officer, is the President and Chief Executive Officer of SAM Advisors, LLC.

(6)	Consists of 142,565 shares of common stock held by the Weber Revocable Living Trust. Includes warrants to purchase 16,429 shares of common stock at an exercise price of $11 per share, warrants to purchase 6,667 shares of common stock at an exercise price of $2.00 per share and warrants to purchase 72,385 shares of common stock at an exercise price of $1.50 per share. Also includes a stock option to purchase 7,500 shares of common stock at $20.00 per share, a stock option to purchase 3,750 shares of common stock at an exercise price of $13.00 per share, a stock option to purchase 8,750 shares of common stock at an exercise price of $10.40 per share, a stock option to purchase 12,500 shares of common stock at an exercise price of $7.60 per share, a stock option to purchase 16,250 shares of common stock at an exercise price of $1.61 per share and a stock option to purchase 50,000 shares of common stock at an exercise price of $0.70 per share.

(7)	Includes a stock option to purchase 7,500 shares of common stock at an exercise price of $20.00 per share, a stock option to purchase 2,500 shares of common stock at an exercise price of $13.00 per share, a stock option to purchase 10,000 shares of common stock at an exercise price of $10.40 per share, a stock option to purchase 16,250 shares of common stock at an exercise price of $1.61 per share and a stock option to purchase 50,000 shares of common stock at an exercise price of $0.70 per share.

(8)	Includes a stock option to purchase 9,016 shares of common stock at an exercise price of $20.00 per share, stock options to purchase 8,750 shares of common stock at an exercise price of $10.40 per share, options to purchase 10,100 shares of common stock at an exercise price of $1.61 per share and a stock option to purchase 100,000 shares of common stock at an exercise price of $0.70 per share.

(9)	Includes a stock option to purchase 4,500 shares of common stock at an exercise price of $20.00 per share, a stock option to purchase 2,500 shares of common stock at an exercise price of $13.00 per share, a stock option to purchase 3,750 shares of common stock at an exercise price of $10.40 per share, a stock option to purchase 12,500 shares of common stock at an exercise price of $7.60 per share, a stock option to purchase 6,250 shares of common stock at an exercise price of $4.60 per share and a stock option to purchase 50,000 shares of common stock at an exercise price of $0.70 per share.

(10)	Includes a stock option to purchase 50,000 shares of common stock at an exercise price of $0.70 per share.

(11)	Comprised of William B. Smith, Mark Weber, Matthew DeVries, Charles Hunt, John E. Rehfeld and Duncan Troy.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The following is a summary description of all transactions during the year ended December 31, 2013 and to date, and any currently proposed transactions, between us and any of our related parties. All ongoing and any future related party transactions have been and will be made or entered into on terms that are no less favorable to us than those that may be obtained from an unaffiliated third party. In addition, any future related party transactions must be approved by a majority of the disinterested members of our board of directors. If a related person proposes to enter into such a transaction with us, such proposed transaction must be reported to us, in advance.

Related Party Transactions

There were no related party transactions for the year ended December 31, 2014.

During the year ended December 31, 2013 we issued 48,842 shares of common stock with a fair value of $75,000 to SAM Advisors, LLC. The issuances were based on the closing market prices as of the date of issuance pursuant to our agreement to convert their $12,500 monthly consulting fee to stock at the closing market price on the last business day of each month. SAM Advisors, Inc. is an entity controlled by William B. Smith, our chairman and chief executive officer.

During the year ended December 31, 2013 we issued 6,143 shares of common stock with a fair value of $11,250 to Charles Hunt, a member of our board of directors. The issuances were based in the closing market prices as of the date of issuance pursuant to our agreement to convert $3,750 of his monthly consulting fee to stock at the closing market price on the last business day of each month.

Except as otherwise disclosed above, none of our directors, executive officers, greater than five percent stockholders, or any associate or affiliate thereof had any material interest, direct or indirect, in any transaction with us during the year ended December 31, 2013.

Director Independence

Five members of our board of directors, Charles E. Hunt, John E. Rehfeld, Duncan Troy, Joshua Hauser and Mark W. Weber, are considered “independent” within the meaning of the listing rules of the Nasdaq Stock Market.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees Paid to Peterson Sullivan, LLP for Fiscal 2014 and 2013

The following is a summary of the aggregate fees billed to us by Peterson Sullivan LLP, our current independent registered public accounting firm, for the fiscal years ended December 31, 2014 and 2013:

	Fiscal 2014		Fiscal 2013
Audit Fees	$	43,185	$	48,185
Audit Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	43,185	$	48,185

Policy for Approval of Audit and Permitted Non-Audit Services

Our Audit Committee reviews the scope and extent of all audit and non-audit services to be provided by the independent auditors, including any engagement letters, and reviews and pre-approves all fees to be charged for such services. During 2014 and 2013, our independent auditors did not provide any non-audit services to us. The Board of Directors may establish additional or other procedures for the approval of audit and non-audit services that our independent auditors perform. In pre-approving services to be provided by the independent auditors, the Board of Directors considers whether such services are consistent with applicable rules regarding auditor independence.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this Annual Report are as follows:

1. Financial Statements: The following Consolidated Financial Statements, related notes and report of independent registered public accounting firm are incorporated by reference into Item 8 of Part II of this Annual Report:

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets as of December 31, 2014 and 2013	F-3

Consolidated Statements of Operations for the Years Ended December 31, 2014 and 2013	F-4

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2014 and 2013	F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013	F-6

Notes to the Consolidated Financial Statements	F-7

2. Financial Statement Schedules: All schedules have been omitted because they are not applicable or not required, or the required information is included in the financial statements or notes thereto.

3. Exhibits.

Exhibit No.		Description
3.1A	(1)	Amended and Restated Articles of Incorporation of Vu1 Corporation dated June 30, 2000.

3.1B	(1)	Certificate of Amendment of Articles of Incorporation dated May 19, 2008.

3.1C	(1)	Certificate of Amendment of Articles of Incorporation dated August 25, 2008.

3.1D	(13)	Certificate of Amendment of Articles of Incorporation dated November 10, 2011.

3.2A	(2)	Bylaws of Vu1 Corporation.

3.2B	(3)	Amendment of Bylaws effective August 6, 1997.

3.2C	(12)	Amendment of Bylaws effective September 30, 2011.

4.1	(11)	Form of Common Stock Purchase Warrant of Vu1 Corporation, dated February 3, 2011, for each investor. (15)

4.2	(6)	Loan Agreement, dated December 20, 2012 between Vu1 Corporation and each of the lenders identified on the signature pages thereto

10.1	(4)	Vu1 Corporation 2007 Stock Incentive Plan, as amended August 26, 2013

10.2	(5)	Form of Vu1 Corporation Stock Option Agreement.

10.3	(6)	Subscription Agreement, dated December 20, 2012 between Vu1 Corporation and each of the subscribers identified on the signature pages thereto

10.4	(6)	Form of Common Stock Purchase Warrant dated December 20, 2012

10.5	(6)	Deed of Assignment of Debts, dated December 20, 2012 between Vu1 Corporation and Venture Capital (Europe) Limited

10.6	(7)	Form of Letter Agreement, dated as of June 18, 2013, between Vu1 Corporation and certain Debenture Holders for extension or conversion of the Debentures.

10.7	(8)	Form of Securities Purchase Agreement, dated as of June 15, 2011, between Vu1 Corporation and each purchaser identified on the signature pages thereto.

10.8	(8)	Form of Original Issue Discount Convertible Debenture issued June 22, 2011, by Vu1 Corporation to each of the purchasers.

10.9	(8)	Form of Common Stock Purchase Warrant issued June 22, 2011, by Vu1 Corporation to each of the purchasers.

10.10	(8)	Registration Rights Agreement, dated as of June 16, 2011, between Vu1 Corporation and each of the purchasers.

10.11	(9)	Form of 12% Convertible Promissory Note for interim bridge loan.

14.1	(10)	Code of Business Conduct and Ethics.

14.2	(10)	Code of Ethics for the CEO and Senior Financial Officers.

21.1	(10)	List of Subsidiaries.

31.1	**	Rule 13a-14(a)/15d-14(a) Certification of William B. Smith

31.2	**	Rule 13a-14(a)/15d-14(a) Certification of Matthew DeVries

32.1	**	Certification of William B. Smith, CEO, and Matthew J. DeVries, CFO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 INS	**	XBRL Instance Document*

101 SCH	**	XBRL Schema Document*

101 CAL	**	XBRL Calculation Linkbase Document*

101 DEF	**	XBRL Definition Linkbase Document*

101 LAB	**	XBRL Labels Linkbase Document*

101 PRE	**	XBRL Presentation Linkbase Document*

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Unless otherwise indicated, exhibits were previously filed.

**	Filed herewith.

(1)	Previously filed as an exhibit to, and incorporated herein by reference from, our Current Report on Form 8-K filed on September 15, 2008.

(2)	Previously filed as an exhibit to, and incorporated herein by reference from, our Quarterly Report on Form 10-QSB as filed with the Commission on November 12, 1996.

(3)	Previously filed as an exhibit to, and incorporated herein by reference from, our Annual Report on Form 10-K filed on April 15, 1998.

(4)	Previously filed as an exhibit to, and incorporated herein by reference from, Current Report on Form 8-K filed on August 30, 2013.

(5)	Previously filed as an exhibit to, and Previously filed as an exhibit to, and incorporated herein by reference from, Current Report on Form 8-K filed on November 21, 2007.

(6)	Previously filed as an exhibit to, and incorporated herein by reference from, our Current Report on Form 8-K filed on January 31, 2013.

(7)	Previously filed as an exhibit to, and incorporated herein by reference from, our Current Report on Form 8-K filed on June 27, 2013.

(8)	Previously filed as an exhibit to, and incorporated herein by reference from, our Current Report on Form 8-K filed on June 22, 2011.

(9)	Previously filed as an exhibit to, and incorporated herein by reference from, our Quarterly Report on Form 10-Q filed on November 21, 2011.

(10)	Previously filed as an exhibit to, and incorporated herein by reference from, our Annual Report on Form 10-K filed on March 31, 2011.

(11)	Previously filed as an exhibit to, and incorporated herein by reference from, our Current Report on Form 8-K filed on February 11, 2011.

(12)	Previously filed as an exhibit to, and incorporated herein by reference from, our Current Report on Form 8-K filed on October 25, 2011.

(13)	Previously filed as an exhibit to, and incorporated herein by reference from, our Current Report on Form 8-K filed on November 16, 2011.

(b) The financial statement schedules are either not applicable or the required information is included in the financial statements and footnotes related thereto.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VU1 CORPORATION

Date: April 30, 2015	By:	/s/William B. Smith
		William B. Smith
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ William B. Smith William B. Smith	Chairman of the Board and Chief Executive Officer (principal executive officer)	April 30, 2015

/s/ Matthew J. DeVries Matthew J. DeVries	Chief Financial Officer (principal financial and accounting officer)	April 30, 2015

/s/ Duncan Troy Duncan Troy	Director	April 30, 2015

/s/ Mark W. Weber Mark W. Weber	Director	April 30, 2015

/s/ Charles E. Hunt, Ph.D. Charles E. Hunt, Ph.D.	Director	April 30, 2015

/s/ John E. Rehfeld John E. Rehfeld	Director	April 30, 2015

Vu1 CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Audited Financial Statements:

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets as of December 31, 2014 and 2013	F-3

Consolidated Statements of Operations for the years ended December 31, 2014 and 2013	F-4

Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2014 and 2013	F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013	F-6

Notes to Consolidated Financial Statements	F-7

F - 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Vu1 Corporation

Berkeley, California

We have audited the accompanying consolidated balance sheets of Vu1 Corporation and Subsidiaries ("the Company") as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Vu1 Corporation and Subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company incurred a 2014 net loss of $2,990,092, and it had negative cash flows from operations of $1,081,190 in 2014. In addition, as discussed in Note 5, the Company has judgments against it in the amount of $1.3 million and the judgment holders have placed a levy on all of the Company's intellectual property. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ PETERSON SULLIVAN LLP

Seattle, Washington

April 30, 2015

F - 2

Vu1 CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


	DECEMBER 31,			DECEMBER 31,
ASSETS	2014			2013
Current assets
Cash	$	1,903		$	92,795
Prepaid expenses		37,774			190,005

Total current assets		39,677			282,800

Non-current assets
Equipment, net of accumulated depreciation of $22,880 and $3,402		168,187			30,614
Total assets	$	207,864		$	313,414


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,441,178		$	1,148,368
Accrued payroll		192,725			192,725
Accrued interest		500,815			324,531
Judgment payable		1,295,920			-
Loan payable		100,000			100,000
Convertible debentures		2,788,300			3,905,975
Liabilities of Sendio		555,454			555,454
Total current liabilities		6,874,392			6,227,053

Total liabilities		6,874,392			6,227,053

Stockholders' deficit
Vu1 Corporation's stockholders' deficit
Preferred stock, $1.00 par value; 10,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, no par value; 90,000,000 shares authorized; 12,950,384 and 10,576,097 shares issued and outstanding, respectively		84,846,235			82,609,032
Accumulated deficit		(91,416,708	)		(88,426,616	)
Total Vu1 Corporation's stockholders' deficit		(6,570,473	)		(5,817,584	)
Non-controlling interest		(96,055	)		(96,055	)
Total stockholders' deficit		(6,666,528	)		(5,913,639	)
Total liabilities and stockholders' deficit	$	207,864		$	313,414

The accompanying notes are an integral part of these consolidated financial statements.

F - 3

Vu1 CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

			Year ended December 31,
			2014			2013

Operating expenses
	Research and development		$	797,790		$	646,611
	General and administrative			1,143,154			1,692,010
	Marketing			217,856			374,806
		Total operating expenses		2,158,800			2,713,427

Loss from operations				(2,158,800	)		(2,713,427	)

Other income (expense)
	Interest expense			(831,292	)		(1,191,786	)
	Loss on conversion of debt			-			(1,114,764	)

				(831,292	)		(2,306,550	)

Loss before provision for income taxes				(2,990,092	)		(5,019,977	)

Provision for income taxes				-			-

Net loss			$	(2,990,092	)	$	(5,019,977	)

Loss per share
Basic			$	(0.26	)	$	(0.55	)
Diluted			$	(0.26	)	$	(0.55	)
Weighted average shares outstanding
Basic				11,413,406			9,144,940
Diluted				11,413,406			9,144,940

The accompanying notes are an integral part of these consolidated financial statements.

F - 4

Vu1 CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

	Vu1 Corporation Stockholders

	Common Stock				Accumulated			Non-Controlling
	Shares		Amount		Deficit			Interest			Total

Balance December 31, 2012		7,130,226	$	78,279,737	$	(83,406,639	)	$	(96,055	)	$	(5,222,957	)

Share-based compensation - options		-		478,228		-			-			478,228

Share-based compensation - stock		454,216		631,139		-			-			631,139

Issuance of units of stock and warrants for cash		1,262,334		1,503,465		-			-			1,503,465

Issuance of stock for conversion of debenture		101,260		123,538		-			-			123,538

Issuances of stock and warrants for conversion of Debt		73,333		139,020		-			-			139,020

Amendment of Unit Offering		1,186,567		-		-			-			-

Issuance of stock and warrants for bridge note payable		368,161		1,453,905		-			-			1,453,905

Net loss		-		-		(5,019,977	)		-			(5,019,977	)

Balance December 31, 2013		10,576,097		82,609,032		(88,426,616	)		(96,055	)		(5,913,639	)

Share-based compensation - options		-		289,445		-			-			289,445

Share-based compensation - stock		-		207,587		-			-			207,587

Issuance of units of stock and warrants for cash		1,850,000		1,265,000		-			-			1,265,000

Beneficial Conversion Feature		-		95,671		-			-			95,671

Interest converted to stock		257,096		245,300		-			-			245,300

Bridge Loan and Interest Conversion		267,191		134,200		-			-			134,200

Net loss		-		-		(2,990,092	)		-			(2,990,092	)

Balance December 31, 2014		12,950,384	$	84,846,235	$	(91,416,708	)	$	(96,055	)	$	(6,666,528	)

The accompanying notes are an integral part of these consolidated financial statements.

F - 5

Vu1 CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended December 31,
	2014			2013
Cash flows from operating activities:

Net loss	$	(2,990,092	)	$	(5,019,977	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation		19,479			3,402
Share-based compensation		497,032			1,109,367
Amortization of beneficial conversion feature		95,671
Amortization of discount on long-term convertible notes		-			571,254
Amortization of loan costs		-			118,500
Amortization of prepaid interest		-			25,000
Loss on extinguishment of debt		-			1,114,764
Changes in assets and liabilities:
Prepaid expenses		152,231			(172,283	)
Accounts payable		292,808			260,971
Accrued interest		851,681			272,396
Net cash flows from operating activities		(1,081,190	)		(1,716,606	)

Cash flows from investing activities:
Purchase of equipment		(157,052	)		(34,015	)
Net cash flows from investing activities		(157,052	)		(34,015	)

Cash flows from financing activities:
Net proceeds from sales of common stock and warrants		1,265,000			1,503,465
Payment on convertible debenture		(117,650	)		(88,237	)
Proceeds from loan payable		132,876			100,000
Payment on judgment payable		(132,876	)		-
Net cash flows from financing activities		1,147,350			1,515,228

Net change in cash		(90,892	)		(235,393	)
Cash, beginning of period		92,795			328,188

Cash, end of period	$	1,903		$	92,795

Supplemental Cash Flow Information:
Cash paid for interest	$	14,619		$	-

Supplemental Noncash Investing and Financing Activities:
Conversion of bridge loan and interest to stock	$	134,200		$	-
Issuance of common stock for interest	$	245,300		$	-
Conversion of debenture for stock	$	-		$	123,538
Conversion of bridge loan and interest to stock and warrants	$	-		$	1,453,905
Issuance of common stock and warrants for note payable and interest	$	-		$	110,000

The accompanying notes are an integral part of these consolidated financial statements.

F - 6

Vu1 CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BUSINESS AND ORGANIZATION

General

All references in these consolidated financial statements to “we,” “us,” “our,” and the “Company” are to Vu1 Corporation, Sendio, s.r.o., our former Czech Republic based subsidiary, and our inactive subsidiary Telisar Corporation, unless otherwise noted or indicated by its context.

We are focused on designing, developing and selling a line of mercury free, energy efficient lighting products based on our proprietary light-emitting technology. For the past several years, we have primarily focused on research and development efforts for our technology and the related manufacturing processes.

We have one inactive subsidiary, Telisar Corporation, a California corporation and 66.67% majority-owned subsidiary.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Vu1 and all of its wholly-owned and controlled subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, we consider all investments purchased with original maturities of three months or less to be cash equivalents. At December 31, 2014 we have no cash in excess of federal insurance limits.

Equipment

Equipment is comprised of equipment used in the testing and development of the manufacturing process for our lighting products and is stated at cost. We provide for depreciation using the straight-line method over the estimated useful lives of three to five years. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains or losses on the sale of equipment are reflected in the statements of operations.

Income Taxes

We recognize the amount of income taxes payable or refundable for the current year and recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement amounts of certain assets and liabilities and their respective tax bases. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. A valuation allowance is required when it is less likely than not that we will be able to realize all or a portion of our deferred tax assets.

FASB ASC 740-10-25 clarifies the accounting for uncertain tax positions and requires that an entity recognizes in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations.

F - 7

Long-Lived Assets

Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount that the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Management reviewed the assets at December 31, 2014 and determined there was no impairment.

Fair Value of Financial Instruments

Financial instruments consist of cash, payables and accrued liabilities, loans payable, bridge loans, judgment payable and convertible debentures. The fair value of our cash, receivables, payables and accrued liabilities, judgment payable and loans payable are carried at historical cost; their respective estimated fair values approximate their carrying values due to the short term nature of these items. It is not practical to determine the fair value of our convertible debentures due to the unique terms and embedded financial instruments.

Derivative financial instruments, as defined in ASC 815 “Accounting for Derivative Financial Instruments and Hedging Activities” consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks.

Fair Value Measurements

ASC 820 “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Significant fair value measurements resulted from the application of ASC 815 to our convertible promissory note and warrant financing arrangements and ASC 718-10 for our share-based payment arrangements.

Non-Controlling Interest

Non-controlling interest represents the equity of the 33.3% non-controlling shareholders of Telisar Corporation. The subsidiary had no operations during 2014 and 2013.

Revenue Recognition

Revenues are recognized when (a) persuasive evidence of an arrangement exists, (b) delivery has occurred and no significant obligations remain, (c) the fee is fixed or determinable and (d) collection is determined to be probable.

Research and Development Costs

For financial reporting purposes, all costs of research and development activities performed internally or on a contract basis are expensed as incurred. For the years ended December 31, 2014 and 2013, research and development expenses were comprised primarily of technical consulting expenses, overheads, travel and operational costs related to the development of production.

Share-Based Payments

We account for share-based compensation expense to reflect the fair value of share-based awards measured at the grant date. This expense is recognized over the requisite service period and is adjusted each period for anticipated forfeitures. We estimate the fair value of each share-based award on the date of grant using the Black-Scholes option valuation model. The Black-Scholes option valuation model incorporates assumptions as to stock price volatility, the expected life of options, a risk-free interest rate and dividend yield. On October 26, 2007 our Board of Directors approved the Vu1 Corporation 2007 Stock Incentive Plan (the “Stock Incentive Plan”). A total of 500,000 shares of our common stock were authorized for issuance under the Stock Incentive Plan. The Stock Incentive Plan was approved by our stockholders on May 22, 2008. On March 14, 2011, our Board of Directors increased the number of shares of our common stock that we are authorized to issue under our Stock Incentive Plan from 500,000 shares to 1,000,000 shares. A majority of our stockholders approved the amendment to the Stock Incentive Plan on October 10, 2011. On August 26, 2013 the board of directors increased the number of shares authorized for issuance under the 2007 Stock Incentive Plan by 1,500,000 shares to a total of 2,500,000 shares. See Note 9.

F - 8

Loss Per Share

We calculate basic loss per share by dividing loss available to common stockholders by the weighted-average number of shares of common stock outstanding, excluding unvested stock. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common shares, including unvested stock, had been issued and if the additional common shares were dilutive.

The following potentially dilutive common shares are excluded from the computation of diluted net loss per share for all periods presented because the effect is anti-dilutive due to our net losses:

	Year ended December 31,
	2014		2013
Warrants		6,622,228		4,772,228
Convertible debt		1,304,631		1,152,223
Stock options		829,936		595,088
Unvested stock		-		319,231
Total potentially dilutive securities		8,756,795		6,838,770

Recently Announced Accounting Standards – In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" (ASU 2014-09), which contains new accounting literature relating to how and when a company recognizes revenue. Under ASU 2014-09, a company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. ASU 2014-09 will be effective for the Company’s fiscal year beginning January 1, 2017, with early application not permitted. The Company does not anticipate the adoption of ASU 2014-09 will have a material impact on its financial statements and related disclosures.

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718). The ASU clarifies how entities should treat performance targets that can be achieved after the requisite service period of a share-based payment award. The accounting standard is effective for interim and annual periods beginning December 15, 2015. The Company does not anticipate the adoption of ASU 2014-12 will have a material impact on its financial statements and related disclosures.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material effect on the Company’s financial position, result of operations or cash flows.

NOTE 3 - GOING CONCERN MATTERS

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States which contemplate our continuation as a going concern. For the year ended December 31, 2014, we had a net loss of $2,990,092 and we had negative cash flows from operations of $1,081,190. In addition, we had an accumulated deficit of $91,417,708 at December 31, 2014. In addition, in April, 2015 certain judgment holders placed a levy on all of our intellectual property, demanding that we turn over our patents, trade secrets, manufacturing methods and other intellectual property as discussed in Note 5. These factors raise substantial doubt about our ability to continue as a going concern.

Recovery of our assets is dependent upon future events, the outcome of which is indeterminable. Our attainment of profitable operations is dependent upon obtaining adequate financing and achieving a level of sales adequate to support our cost structure. In addition, realization of a significant portion of the assets in the accompanying balance sheet is dependent upon our ability to meet our financing requirements and the success of our plans to sell our product. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence.

Subsequent to year end through April 16, 2015, we raised gross proceeds of $260,000 in a private placement of our common stock and warrants to accredited investors. See Note 12.

F - 9

NOTE 4 - RELATED PARTY TRANSACTIONS

There were no related party transactions for the year ended December 31, 2014.

See also Note 7 - Convertible Bridge Loans

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Judgments Payable

On April 10, 2014 we received notice from one of the holders of our Convertible Debentures regarding a judgment they obtained on March 6, 2014 in the amount of $132,876, including principal of $117,650, accrued interest of $14,619 and costs of $607 as of that date. The judgment bore interest at a 9% rate until paid in full and is secured by the assets of the Company. On May 12, 2014 the judgment was paid in full.

On December 22, 2014, one of the holders of our Convertible Debentures totaling $294,125 plus accrued interest and costs of $77,680 obtained a judgment in their favor for the full amount of principal, interest and costs. The principal and accrued interest have been reclassified on the balance sheet from Convertible Debentures and accrued interest to Judgment payable on the accompanying balance sheet at December 31, 2014.

Operating Leases

On January 28, 2014 we entered into a lease agreement for approximately 4,600 square feet of office and light industrial space located in Berkeley, California in the United States. We utilize the facility for our research and development activities and as our corporate headquarters.

The lease term is for two years effective from February 1, 2014 and terminates on January 31, 2016. Our remaining lease obligations are $60,000 and $5,000 for the years ended December 31, 2015 and 2016, respectively. The Company is also responsible for certain insurance, utilities, maintenance and other costs as described in the lease.

F - 10

On December 18, 2012 we entered into a 6 month lease for office space in New York, New York. This lease was extended to December 31, 2013 on the same terms. Monthly rental payments were $2,035. The lease was terminated by its terms as of that date.

Total rent expense was $55,000 and $24,647 for the years ended December 31, 2014 and 2013, respectively.

Liabilities of Sendio

In September 2007, we formed Sendio, s.r.o. (“Sendio”) in the Czech Republic as a wholly-owned subsidiary for the purpose of operating a research and development and pilot manufacturing facility. On February 13, 2012, Sendio filed a petition of insolvency with the Regional Court in Olomouc, Czech Republic. In March, 2012 the court determined that Sendio was insolvent, and control of the legal entity passed to a court appointed trustee. The trustee will oversee the orderly sale of the assets and use any proceeds to satisfy the liabilities of Sendio. These liabilities have been recorded as a current liability on our balance sheet as of December 31, 2014 and December 31, 2013 under the caption “Liabilities of Sendio.”

NOTE 6 – CONVERTIBLE DEBENTURES

On June 22, 2011, pursuant to a Securities Purchase Agreement, dated as of June 16, 2011, with several institutional investors, we completed a private placement of our original issue discount convertible debentures (referred to as the convertible debentures), receiving gross proceeds of $3,500,000. Each convertible debenture was issued at a price equal to 85% of its principal amount. The convertible debentures matured on June 22, 2013, two years after the date of their issuance and did not bear regularly scheduled interest. Investors may convert their convertible debentures into shares of our common stock at any time and from time to time on or before the maturity date, at a conversion price of $11.00 per share.

The convertible debentures will mandatorily convert at our option into shares of our common stock at the conversion price, if the closing bid price for the common stock exceeds $30.00 per share for a period of 10 consecutive trading days, provided that such underlying shares have been fully registered for resale with the U.S. Securities and Exchange Commission (SEC).

The convertible debentures are unsecured, general obligations of our company, and rank pari passu with our other unsecured and unsubordinated liabilities. The convertible debentures are not redeemable or subject to voluntary prepayment by us prior to maturity. The convertible debentures were identical for all of the investors except for principal amount.

The investors agreed not to convert their convertible debentures or exercise their warrants, and we will not be permitted to require a mandatory conversion, to the extent such conversion, exercise or issuance would result in beneficial ownership of more than 4.99% of our outstanding shares at such time.

Events of default under the convertible debentures include:

•	failure to pay principal or any liquidated damages on any convertible debenture when due;

•	failure to perform other covenants under the convertible debentures that is not cured five trading days after notice by holders;

•	default under the other financing documents, subject to any grace or cure period provided in the applicable agreement, document or instrument;

•	certain events of bankruptcy or insolvency of our company or any significant subsidiary. The lender has waived this event of default with respect to the insolvency of Sendio.

•	any default by our company or any subsidiary under any instrument in excess of $150,000 that results in such obligation becoming due and payable prior to maturity;

•	we become party to a change of control transaction, or dispose of greater than 50% of our assets; and

•	failure to deliver common stock certificates to a holder prior to the tenth trading day after a convertible debenture conversion date.

F - 11

Upon an event of default, the outstanding principal amount of the convertible debentures, plus a default premium, shall become immediately due and payable to the holders of the convertible debentures.

The convertible debentures contain various covenants that limit our ability to:

•	incur additional indebtedness, other than permitted indebtedness as defined in the convertible debenture;

•	incur specified liens, other than permitted liens as defined in the convertible debenture;

•	amend our certificate of incorporation or by-laws in a material adverse manner to the holders; and

•	repay or repurchase more than a de minimus number of shares of our common stock.

As part of the financing, we also agreed not to undertake a reverse or forward stock split or reclassification of our common stock until the one-year anniversary of the closing date, except with the consent of a majority in interest of the holders or in connection with an up-listing of our common stock onto a trading market other than the OTC Bulletin Board.

We also issued to the investors five-year warrants to purchase up to 187,175 shares of our common stock at an exercise price of $13.00 per share. The warrants may be exercised on a cashless basis at any time after the earlier of (i) one year after the date of their issuance or (ii) the completion of the applicable holding period required by Rule 144 in the event the underlying shares have not been fully registered for resale with the SEC. The warrants are not callable. Neither the warrants nor the convertible debentures contain a provision for anti-dilution adjustments in the event of a subsequent equity financing at a price less than the respective warrant exercise price or convertible debenture conversion price.

Pursuant to a Registration Rights Agreement, dated as of June 16, 2011, with the investors, we agreed to file a shelf registration statement covering the resale of the shares of common stock issuable upon the conversion of the convertible debentures and exercise of the warrants within 30 days after the closing, use our best efforts to cause the shelf registration statement to be declared effective within 90 days after the closing (or 120 days in the event of a “full review” by the SEC), and keep the shelf registration statement effective until the underlying shares have been sold or may be sold without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act of 1933 and if we are unable to comply with this covenant, we will be required to pay liquidated damages to the investors in the amount of 1.5% of the investors’ purchase price per month during such non-compliance (capped at a maximum of 10% of the purchase price), with such liquidated damages payable in cash. We filed the registration statement on July 15, 2011 and it was declared effective on July 26, 2011. We evaluated any liability under the registration rights agreement at December 31, 2014 and determined no accrual was necessary.

Effective June 22, 2013, the Company entered into a letter agreement with holders of $2,553,000 in principal amount of the Debentures. The maturity date of these Debentures was extended to June 23, 2014 and the conversion price was reduced from $11.00 to $2.50 per share. In addition, these Debentures will bear interest at an annual rate of 10% per annum, payable in equal installments on the six month and one year anniversary of the letter agreement.

Also, effective June 22, 2013, the Company entered into a separate letter agreement with the holder of approximately $123,538 in principal amount of the Debentures to reduce the conversion price of these Debentures from $11.00 to $1.22 per share. This holder then converted the principal amount of their Debentures into 101,260 shares of common stock.

On June 20, 2014, we entered into a letter agreement with a Debenture holder of the original principal sum of $2,353,000. Pursuant to the letter agreement, the Company and the holder agreed to extend the maturity date of the Debenture to June 22, 2015 and reduce the conversion price under the Debenture to $2.00 per share from the current $2.50 per share. Additionally, we issued 125,160 shares of our common stock to the holder in payment of accrued, unpaid interest of $117,650 under the Debenture for the period from December 23, 2013 to June 22, 2014, which shares were valued at the closing price of $0.94 per share on the date of the agreement. On December 22, 2014 we issued 117,650 shares at a price of $1.00 per share of the Company's common stock to the holder in payment of accrued, unpaid interest of $117,650 under the Debenture for the period from June 23, 2014 to December 22, 2014. In April, 2015 we entered into an additional letter agreement to further amend the Debenture with the holder as discussed in Note 12.

On October 24, 2014, we entered into a letter agreement with a Debenture holder of the original principal sum of $200,000. Pursuant to the letter agreement, the Company and the holder agreed to extend the maturity date of the Debenture to June 22, 2015 and reduce the conversion price under the Debenture to $2.00 per share from the current $2.50 per share. Additionally, we issued 14,286 shares of our common stock to the holder in payment of accrued, unpaid interest of $10,000 under the Debenture for the period from December 23, 2013 to June 22, 2014, which shares were valued at the closing price of $0.70 per share on the date of the agreement.

F - 12

We evaluated the amended debentures above to determine if there was an extinguishment of debt or beneficial conversion feature arising as a result of the amendments and determined there was none.

On June 22, 2013, the Company did not make the required payment on the remaining $1,441,213 in principal amount of the Debentures described above, which constitutes an event of default under the terms of the remaining original Debentures. As a result, the Company recorded a penalty of 10% of the principal amount of $144,121 as interest expense on the accompanying statement of operations for the year ended December 31, 2013. The Company is also liable for all other amounts, costs, expenses and liquidated damages due in respect of those Debentures. Additionally, the remaining original Debentures will bear default interest at a rate of 18% per annum. As a result of the Debentures being past due, the investors may at any time exercise their remedies under the terms of the Debentures.

The carrying value at December 31, 2014 and 2013 of the convertible debentures is as follows:

	December 31, 2014		December 31, 2013
Debentures Due June 22, 2013, in default, interest at 18%	$	235,300	$	1,352,975
Debentures Due June 22, 2015, interest at 10%		2,553,000		2,553,000
Carrying value	$	2,788,300	$	3,905,975

The original issue discount of the convertible debentures was amortized over their two-year life using the effective interest method.

The proceeds were first allocated between the convertible debentures and the warrants based upon their relative fair values. The estimated fair value of the warrants issued with the convertible debentures of $1,018,582 was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock – $9.00 per share; estimated volatility – 84.6%; risk-free interest rate – 1.58%, expected dividend rate – 0% and expected life – 5.0 years. This resulted in allocating $788,972 to the warrants and $2,711,028 to the convertible debentures.

Next, the intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the convertible debentures and the total price to convert based on the effective conversion price. This resulted in allocating $658,840 to the beneficial conversion feature. The resulting $1,447,812 discount to the convertible debentures is being amortized over the two-year term of the convertible debentures using the effective interest method.

In conjunction with the placement of the convertible debentures, we paid our investment banker $245,000 as a placement fee and issued five-year warrants to purchase 26,205 shares of our common stock at an exercise price of $13.00 per share. All terms are identical to the warrants issued to the holders of the convertible debentures. The estimated fair value of the warrants issued with the convertible debentures of $142,601 was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock – $9.00 per share; estimated volatility – 84.6%; risk-free interest rate – 1.58%, expected dividend rate – 0% and expected life – 5.0 years. In addition, we incurred legal and other costs of $53,500 paid in cash. These costs, totaling $441,101 were recorded as loan costs on the accompanying balance sheet on the date of issuance and were amortized to interest expense using the straight line method, which approximates the effective interest method, over the two-year term of the convertible debentures.

Interest expense related to the convertible debentures is as follows:

	Year ended December 31,
	2014		2013
Amortization of original issue discount	$	-	$	155,443
Amortization of beneficial conversion feature and warrant allocation		-		415,811
Amortization of loan costs		-		104,392
Penalty interest payable in cash		-		144,121
Stated interest payable in cash		394,395		259,168
	$	394,395	$	1,078,935

F - 13

NOTE 7 – CONVERTIBLE BRIDGE LOANS

In October and November 2011, we received $475,000 in gross proceeds from six existing stockholders in an interim bridge loan financing involving the issuance of 12% convertible promissory notes and warrants to purchase common stock. Included in the proceeds was $50,000 received from Mark W. Weber, a related party and a member of our board of directors. Under the notes, the loans are due upon the earlier of (a) the closing of financing pursuant to which shares of common stock or other equity securities are issued by us for aggregate consideration of not less than $5,000,000, through the (i) conversion of the note, including accrued interest, or (ii) at the lender’s option, repayment of the note, or (b) in any event, two years after the issuance of the note. The number of shares of common stock issuable upon conversion of the note will be based on a conversion price equal to a 15% discount to the price obtained in any round of equity financing. In the event we fail to repay the promissory notes on or before November 30, 2011, the note’s interest rate will be increased to 15% per annum. We did not pay the promissory notes prior to that date, and the interest rate was increased to 15% per annum.

Total interest expense relating to the loans described above for the year ending December 31, 2013 was $7,027.

In addition to interest on the promissory note, each note holder received a warrant to purchase the number of shares of common stock determined by dividing 115% of the principal amount of the note by the price at which our common stock is sold in any round of equity financing not less than $5,000,000, times 100%. The warrants will be exercisable at any time, commencing 90 days after the closing of the round of financing, and from time to time for a period of three years after the issuance date, at an exercise price of $11.00 per share (subject to appropriate adjustment in the event of any subsequent stock split or similar transaction).

During February, 2013 three of the convertible bridge loans totaling $368,162 (including accrued interest and loan fees of $68,162) were converted into 368,162 shares of our restricted common stock, three year warrants to purchase 368,162 shares of our common stock at an exercise price of $1.50 per share and three year warrants to purchase 98,571 shares of our common stock at an exercise price of $11.00 per share. The fair value of the common stock was $662,690 based on the market prices of our common stock on the date of conversion of $1.80 per share. The fair value of the three year warrants to purchase 368,162 shares of our common stock at an exercise price of $1.50 per share was $633,121 and fair value of the three year warrants to purchase 98,571 shares of our common stock at an exercise price of $11.00 per share was $158,094. We recognized a loss on debt conversion for the year ended December 31, 2013 in the amount of $1,085,744.

The fair value of the warrants issued upon the conversions in 2013 was computed using the Black Scholes Option Pricing model using the following assumptions – expected life – 3 years, risk free interest rate – 0.82%, volatility – 227.1%, and an expected dividend rate of 0%.

NOTE 8 – LOANS PAYABLE

On December 20, 2012, we received gross proceeds of $100,000 pursuant to the terms of a Loan Agreement dated December 20, 2012. The loan is secured by a deed of assignment for certain future inventory and proceeds from the sale of that inventory as described in the deed of assignment. The loan was payable on June 23, 2013, six months from the date of the agreement. We prepaid interest of $25,000 for the term of the loan and $15,000 for loan costs, which were amortized over the life of the note. We recognized $339,900 and $81,714 of interest expense and $0 and $23,514 for loan cost amortization within interest expense for the years ended December 31, 2014 and 2013, respectively.

On June 23, 2013 we did not repay the loan and it is in default. As a result of the default, the interest rate on the loan is 109.5% per annum from the date of default. The interest each month is accumulated and becomes part of the loan balance for the following month. Effective January 20, 2015 the holders of these notes converted the outstanding balance of principal and accrued interest into shares of our common stock and warrants to purchase common stock. See Note 12.

F - 14

Total principal payments for future years for the Convertible Bridge Loans, the Convertible Debentures described in Note 6, the Convertible Bridge Loans described in Note 7 and the Loan Payable are as follows as of December 31, 2014:

	December 31, 2014
2015		2,888,300
	$	2,888,300

On May 9, 2014 we issued an unsecured Convertible Promissory Note for cash to an accredited investor in the amount of $132,876. The note bears interest at an annual rate of 7% per year, payable on the six month and one year anniversary of the note. The interest is payable at the option of the Company in either cash or shares of common stock at the market price on the interest payment dates as defined in the note. The note is convertible at any time at the option of the holder at a rate of $0.50 per share into 265,751 shares of our common stock. We evaluated the Note and determined it had a beneficial conversion feature due to the conversion price being lower than the market price of our common stock of $0.86 per share on the date of issuance. Accordingly, we recognized a discount related to the beneficial conversion feature associated with the Note in the amount of $95,671 for the year ended December 31, 2014.

On June 30, 2014 the holder of the note converted the principal amount by its terms into 265,751 shares of common stock. In addition, the Company issued 1,440 shares of common stock related to the accrued interest of $1,325 based on the market price on the date of conversion of $0.92 per share.

We recognized interest expense, comprised of $1,325 related to the stated interest rate of the note and $95,671 related to the beneficial conversion feature for the year ended December 31, 2014.

On May 16, 2013 we received gross proceeds of $100,000 pursuant to a Loan Agreement as of that date. The term of the loan was for 30 days. Total interest for the 30 day term was $10,000, which was recognized as interest expense for the year ended December 31, 2013. On June 18, 2013 the holder of the loan converted $110,000 of principal and interest in our unit private placement as further described in Note 9 at a conversion price of $1.50 per share into 73,333 shares of common stock and three-year warrants to purchase common stock at an exercise price of $2.00 per share. The fair value of the common stock was $95,333 based on the market prices of our common stock on the date of conversion of $1.30 per share. The fair value of the three year warrants to purchase 73,333 shares of our common stock at an exercise price of $2.00 per share was $43,687. We recognized a loss on conversion of debt for the year ended December 31, 2013 in the amount of $29,020.

The fair value of the warrants issued upon the conversion was computed using the Black Scholes Option Pricing model using the following assumptions – expected life – 3 years, risk free interest rate – 0.42%, volatility – 91.4%, and an expected dividend rate of 0%.

NOTE 9 - STOCKHOLDERS’ EQUITY

Preferred Stock

Our Amended and Restated Articles of Incorporation allow us to issue up to 10,000,000 shares of preferred stock without further stockholder approval and upon such terms and conditions, and having such rights, preferences, privileges, and restrictions as the Board of Directors may determine. No preferred shares are currently issued and outstanding.

Common Stock Issuances

2014 Unit Offerings

The net proceeds of $680,000 were allocated based on the relative fair values of the common stock and the warrants on the dates of issuance. The amount allocated to the fair value of the warrants was $182,473 and the balance of the proceeds of $497,527 was allocated to the common stock. The fair value of the warrants issued was computed using the Black Scholes Option Pricing model using the following assumptions – expected life – 2 years, risk free interest rate – 0.31% to 0.52%, volatility – 76.7% to 97.4%, and an expected dividend rate of 0%.

F - 15

The net proceeds of $585,000 were allocated based on the relative fair values of the common stock and the warrants on the dates of issuance. The amount allocated to the fair value of the warrants was $221,133 and the balance of the proceeds of $363,867 was allocated to the common stock. The fair value of the warrants issued was computed using the Black Scholes Option Pricing model using the following assumptions – expected life – 2 years, risk free interest rate – 0.41% to 0.64%, volatility – 83.9% to 201.8%, and an expected dividend rate of 0%.

2013 Unit Offerings

On January 25, 2013 we completed a private placement to accredited investors of 105,000 restricted shares of our common stock, at a purchase price of $1.00 per share, for gross proceeds of $105,000. As part of the private placement, the investors were issued three-year warrants to purchase 105,000 shares of our common stock, at an exercise price of $1.50 per share.

The net proceeds were allocated based on the relative fair values of the common stock and the warrants on the dates of issuance. The amount allocated to the fair value of the warrants was $52,363 and the balance of the proceeds of $52,637 was allocated to the common stock.

The fair value of the warrants issued in our unit private placement was calculated using the Black-Scholes option valuation model with the following assumptions – expected life – 3 years, risk free interest rate – 0.42%, volatility – 346.4%, and an expected dividend rate of 0%.

From April 9 to July 11, 2013 we raised gross proceeds of $871,000 in a unit private placement to accredited investors at a price of $1.50 per unit. Each unit is comprised of one share of common stock and one three-year warrant to purchase common stock at an exercise price of $2.00 per share. Included in the proceeds is $110,000 of principal and interest which was converted into the unit offering as described in Note 9. Also included is $10,000 received from a member of our board of directors. We issued an aggregate of 580,667 shares of common stock and warrants to purchase 580,667 shares of common stock at an exercise price of $2.00 per share.

The net proceeds of $761,000 were allocated based on the relative fair values of the common stock and the warrants on the dates of issuance. The amount allocated to the fair value of the warrants was $256,836 and the balance of the proceeds of $504,164 was allocated to the common stock. The fair value of the warrants issued was computed using the Black Scholes Option Pricing model using the following assumptions – expected life – 3 years, risk free interest rate – 0.34% to 0.65%, volatility – 91.4% to 150.3%, and an expected dividend rate of 0%.

From October 10 to December 31, 2013 we received gross proceeds of $650,000 from accredited investors at a price of $1.00 per unit and issued 650,000 shares of common stock and two-year warrants to purchase 650,000 shares of common stock at an exercise price of $1.25 per share.

The net proceeds of $650,000 were allocated based on the relative fair values of the common stock and the warrants on the dates of issuance. The amount allocated to the fair value of the warrants was $256,836 and the balance of the proceeds of $504,164 was allocated to the common stock. The fair value of the warrants issued was computed using the Black Scholes Option Pricing model using the following assumptions – expected life – 2 years, risk free interest rate – 0.28% to 0.38%, volatility – 81.5% to 113.0%, and an expected dividend rate of 0%.

F - 16

2014 Issuances of common stock

On June 30, 2014 we issued 267,191 shares to an accredited investor upon the conversion of a Convertible Promissory Note as discussed in Note 6.

During the year ended December 31, 2014 we issued 1,850,000 shares of common stock in our 2014 unit offerings described above.

2013 Issuances of common stock

During the year ended December 31, 2013 we issued 685,667 shares of common stock in our 2013 unit offerings described above and 368,162 shares of common stock upon the conversion of three of the convertible bridge loans as described in Note 7.

During the year ended December 31, 2013 we issued 48,842 shares of common stock with a fair value of $75,000 to SAM Advisors, LLC. The issuances were based on the closing market prices as of the date of issuance pursuant to our agreement to convert their $12,500 monthly consulting fee to stock at the closing market price on the last business day of each month. SAM Advisors, LLC is an entity controlled by William B. Smith, our chairman and chief executive officer. Effective July 1, 2013 Mr. Smith receives this amount in cash.

2012 Unit Offering Amendments

From January 24 to November 21, 2012 we sold 474,632 units at a subscription price of $3.50 per unit for gross proceeds of $1,661,199 in our unit private placement. Each unit consisted of one share of common stock and a three-year warrant to purchase one share of common stock at an exercise price of $3.75 per share. A total of 474,632 shares of common stock and warrants to purchase 474,632 shares of common stock at an exercise price of $3.75 were issued.

On October 10, 2012 the board of directors reset the exercise price of the $3.75 per share warrants to purchase 474,632 warrants issued from $3.75 per share to $2.00 per share. All other terms and conditions of the warrants remain unchanged.

On January 25, 2013 we amended the terms of the 2012 Unit Offering, reducing the purchase price of the unit to $1.00 and reducing the exercise price of the warrant to $1.50 per share. As a result of the amendment, the Company issued an additional 1,186,567 shares of common stock to those investors and increased the number of shares reserved for issuance upon the exercise of the warrants by 1,186,567. The issuance of the shares under the amendment was considered non-compensatory; therefore, there was no effect on the results of operations. The effect of the issuance was a reallocation of the original gross proceeds among additional paid-in capital accounts attributable to the shares and warrants, based on the relative fair values of the instruments delivered in total, including those issued under the amended terms. As a result of this reduction in price and change in the number of issued shares, the allocation of the net proceeds of $1,425,768 would have resulted in $587,989 being allocated to the warrants and the balance of the proceeds of $837,779 would have been allocated to the common stock.

F - 17

Stock issuances

A summary of activity related to grants of common stock under the 2007 Stock Incentive Plan as of December 31, 2014 is presented below.

	Number of Shares		Grant Date Fair Value
Outstanding, December 31, 2012		696,329	$	1.20 to $22.80
Granted		-		-
Forfeited		-		-
Outstanding, December 31, 2013		696,329	$	1.20 to $22.80
Granted		-		-
Forfeited		-		-
Outstanding, December 31, 2014		696,329	$	1.20 to $22.80


Vested, December 31, 2014		696,329	$	1.20 to $22.80

A summary of the status of our nonvested stock grants as of December 31, 2014 and changes during the year ended December 31, 2014 is presented below.

Nonvested Stock Grants	Number of Shares			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2013		172,259		$	3.26
Granted		-			-
Forfeited		-			-
Vested		(172,259	)		3.26
Nonvested at December 31, 2014		-			-

There were no common stock awards from the 2007 Stock Incentive Plan for the year ended December 31, 2014.

We made the following common stock awards for the year ended December 31, 2013 from the 2007 Stock Incentive Plan:

On February 20, 2013 we issued 80,000 shares of restricted stock from the 2007 Stock Incentive Plan to two board members and an officer for services vesting on the date of grant. The shares had a fair value of $128,800 based on the closing market price of our common stock on that date of $1.61 per share.

On June 15, 2013 we issued 19,231 shares of restricted common stock to a consultant for services vesting in equal monthly installments through the one year anniversary date of service. The shares had a fair value of $25,000 based on the closing market price of our common stock of $1.30 as of that date.

On August 26, 2013 we issued 300,000 shares of restricted common stock to our non-executive board members and an officer for services vesting ratably through June 1, 2014. The shares had a fair value of $360,000 based in the closing market price of $1.20 as of that date.

We recognized a total of $207,587 and $544,889 of compensation expense related to restricted stock issuances as general and administrative and research and development expenses for the years ended December 31, 2014 and 2013, respectively.

At December 31, 2014 there is no unrecognized compensation expense related to restricted stock grants to be recognized in future periods.

In July, 2014 the board of directors approved the issuance of up to 83,333 three-year options to purchase common stock to two of our engineering consultants. The options will vest immediately, and will be issued at the market price on the date of completion of certain objectives.

F - 18

Option issuances

A summary of activity related to stock options under the 2007 Stock Incentive Plan as of December 31, 2014 is presented below.

	Number of Shares			Exercise price range		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2012		309,004		$	4.60 to $20.00	$	11.62		6.0	$	-
Granted		317,600		$	1.28 to $1.70	$	1.65
Exercised		-			-	$	-
Forfeited		(31,516	)	$	7.80 to $20.00	$	12.54
Outstanding, December 31, 2013		595,088		$	1.28 to $20.00	$	6.15		3.7	$	-
Granted		392,570		$	0.70 to $0.85	$	0.73
Exercised		-			-	$	-
Forfeited		(157,722	)	$	4.60 to $20.00	$	10.51
Outstanding, December 31, 2014		829,936		$	0.70 to $20.00	$	2.75		6.4	$	147,091

Exercisable, December 31, 2014		827,374		$	0.70 to $20.00	$	2.76		6.4	$	146,829

The aggregate intrinsic value of the stock options fluctuates in relation to the market price of our common stock as reflected on the OTC Bulletin Board.

The range of exercise prices for options outstanding and options exercisable under the 2007 Stock Incentive Plan at December 31, 2014 are as follows:

Range of Exercise Prices		Weighted Average Remaining Contractual Life of Options Outstanding (in years)		Options Outstanding				Options Exercisable
				Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
$	0.70 to $0.85		9.3		379,412	$	0.71		378,364	$	0.71
$	1.14 to $1.70		3.9		330,758	$	1.63		329,244	$	1.64
$	4.60		3.0		6,250	$	4.60		6,250	$	4.60
$	7.60 to $8.60		2.5		37,500	$	7.67		37,500	$	7.67
$	10.20 to $13.00		5.9		40,000	$	10.97		40,000	$	10.97
$	20.00		2.0		36,016	$	20.00		36,016	$	20.00

A summary of the status of our nonvested options as of December 31, 2014 and changes during the year ended December 31, 2014 is presented below.

Nonvested Options	Number of Shares Underlying Options			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2013		83,333		$	1.70
Granted		392,570			0.73
Forfeited or expired		-			-
Vested		(473,341	)		1.12
Nonvested at December 31, 2014		2,562		$	1.02

We made the following stock option awards for the year ended December 31, 2014 from the 2007 Stock Incentive Plan:

On February 11, 2014 we issued a five-year option to purchase 13,158 shares of common stock from the Plan at an exercise price of $1.14 per share to a consultant for services. The fair value of the option granted of $9,558 was calculated using the Black-Scholes option valuation model with the following assumptions – expected life – 5 years, risk free interest rate – 1.54%, volatility – 79.0%, and an expected dividend rate of 0%.

F - 19

On May 13, 2014 we issued options to purchase 29,412 shares of common stock at an exercise price of $0.85 per share based on the closing market price of our common stock as of that date to a consultant for services. The fair value of the option granted of $16,489 was calculated using the Black-Scholes option valuation model with the following assumptions – expected life – 5 years, risk free interest rate – 1.62%, volatility – 82.8%, and an expected dividend rate of 0%.

On September 15, 2014 we issued options to purchase 350,000 shares of common stock at an exercise price of $0.70 per share based on the closing market price of our common stock as of that date to an officer and certain directors for services. The fair value of the option granted of $238,455 was calculated using the Black-Scholes option valuation model with the following assumptions – expected life – 10 years, risk free interest rate – 2.60%, volatility – 136.9%, and an expected dividend rate of 0%.

We made the following stock option awards for the year ended December 31, 2013 from the 2007 Stock Incentive Plan:

On February 20, 2013 we issued ten-year, fully vested options to purchase 42,600 shares of common stock from the 2007 Stock Incentive Plan at an exercise price of $1.61 per share to two board members and an officer for services. The fair value of the options granted of $68,741 was calculated using the Black-Scholes option valuation model with the following assumptions – expected life – 10 years, risk free interest rate – 2.02%, volatility – 246.2%, and an expected dividend rate of 0%.

On March 11, 2013 we issued five-year options to purchase 250,000 shares of common stock at an exercise price of $1.70 per share to William B. Smith, our Chairman and Chief Executive Officer. A total of 83,334 options vested immediately, with an additional 83,333 shares vesting on the six month and twelve month anniversary of the options. In addition, certain performance based criteria provide for the potential acceleration of the vesting schedule. The fair value of the options granted of $410,540 was calculated using the Black-Scholes option valuation model with the following assumptions – expected life – 5 years, risk free interest rate – 0.9%, volatility – 188.8%, and an expected dividend rate of 0%.

On November 11, 2013 we issued five-year, fully vested options to purchase 25,000 shares of common stock at an exercise price of $1.28 per share to a consultant. The fair value of the options granted of $22,055 was calculated using the Black-Scholes option valuation model with the following assumptions – expected life – 5 years, risk free interest rate – 1.47%, volatility – 88.5%, and an expected dividend rate of 0%.

We recognized compensation expense of $289,445 and $478,228 related to the vested portion of stock options based on their estimated grant date fair value as marketing expense, research and development expense or general and administrative expense based on the specific recipient of the award for the years ended December 31, 2014 and 2013, respectively.

During the year ended December 31, 2014 options to purchase 157,722 shares of common stock at a weighted average exercise price of $10.51 expired unexercised.

During the year ended December 31, 2013 options to purchase 31,516 shares of common stock at a weighted average exercise price of $14.54 expired unexercised.

At December 31, 2014, we have unrecognized compensation expense related to stock options of $1,881 which will be recognized in the first quarter of 2015.

As of December 31, 2014, the 2007 Stock Incentive Plan has 883,451 shares available for future grants of stock or options.

Warrant Issuances and Exercises

We issue new shares when warrants are exercised. There were no warrants exercised during the years ended December 31, 2014 and 2013.

F - 20

2014 Warrants

During the year ended December 31, 2014 we issued two-year warrants to purchase 680,000 shares of common stock at an exercise price of $1.25 per share in our unit offering described above.

During the year ended December 31, 2014 we issued two-year warrants to purchase 1,170,000 shares of common stock at an exercise price of $0.75 per share in our unit offering described above.

2013 Warrants

As a result of the amendment of our 2012 Unit Offering as described above, the Company issued warrants to purchase an additional 1,186,567 shares of common stock at an exercise price of $1.50 per share to the investors in the offering.

On January 25, 2013 we issued three year warrants to purchase 105,000 shares of common stock at an exercise price of $1.50 per share in our unit offering described above.

From April 9 to July 11, 2013 we issued three year warrants to purchase 580,667 shares of common stock at an exercise price of $2.00 per share in our unit offering described above.

From October 10 to December 31, 2013 we issued two-year warrants to purchase 650,000 shares of common stock at an exercise price of $1.25 per share in our unit offering described above.

In February, 2013 we issued three year warrants to purchase 368,162 shares of our common stock at an exercise price of $1.50 per share and three year warrants to purchase 98,571 shares of our common stock at an exercise price of $11.00 per share to three investors upon the conversion of convertible bridge notes as described in Note 7.

During the year ended December 31, 2013 warrants to purchase a total of 230,858 shares of common stock with a weighted average exercise price of $15.31 expired unexercised.

A summary of activity related to our warrants as of December 31, 2014 is presented below.

	Number of Shares			Exercise price range		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding, December 31, 2012		2,014,120		$	1.50 to $20.00	$	5.67		2.6
Granted		2,988,966		$	1.25 to $11.00	$	1.86		1.8
Exercised		-			-
Forfeited		(230,858	)	$	7.60 to $20.00	$	15.31
Outstanding, December 31, 2013		4,772,228		$	1.50 to $13.00	$	5.67		2.6
Granted		1,850,000		$	0.75 to $1.25	$	0.93
Exercised		-
Forfeited		-
Outstanding, December 31, 2014		6,622,228		$	0.75 to $13.00	$	2.76		1.8

Exercisable, December 31, 2014		6,622,228		$	0.75 to $13.00	$	2.76		1.8

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The following table summarizes our outstanding warrants as of December 31, 2014:

				Weighted-Average
Exercise		Warrants		Remaining Contractual		Number
Price		Outstanding		Life (Years)		Exercisable
$	0.75		1,170,000		4.8		1,170,000
$	1.25		1,330,000		1.1		1,330,000
$	1.50		2,909,360		0.6		2,909,360
$	2.00		580,667		1.5		580,667
$	9.00		262,750		1.1		262,750
$	11.00		156,071		1.9		156,071
$	13.00		213,380		1.5		213,380
			6,622,228		1.6		6,622,228

NOTE 10 - INCOME TAXES

The net deferred tax asset is comprised of the following:

	December 31,
	2014			2013
Net operating loss carryforwards	$	20,518,003		$	19,683,962
Share-based compensation		946,620			1,404,983
Valuation allowance		(21,464,623	)		(21,088,945	)
Deferred income tax asset	$	-		$	-

The provision for income taxes differs from the amount that would result from applying the federal statutory rate for the years ended December 31, 2014 and 2013 as follows:

	For the Years Ended December 31,
	2014			2013

Net loss	$	(2,990,092	)	$	(5,019,977	)

Tax at federal statutory rate (34%)	$	1,016,631		$	1,706,792
Permanent differences		(84,192	)		(631,820	)
Expiration of options and warrants		(556,761	)		(764,688	)
Change in valuation allowance		(375,678	)		(310,284	)
Provision for Income Taxes	$	-		$	-

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As of December 31, 2014, we had net operating loss carryforwards for U.S. federal income tax reporting purposes which if unused, will expire in the following years:

	US
Year	Amount
2018	$	27,080,269
2019		1,745,867
2020		6,137,725
2021		5,251,175
2022		1,751,322
2023		78,281
2024		413,886
2025		508,429
2026		465,173
2027		760,272
2028		2,494,690
2029		2,121,595
2030		1,688,397
2031		2,433,302
2032		2,911,306
2033		2,052,317
2034		2,453,062
	$	60,347,068

The utilization of U.S. net operating loss carryforwards may be limited due to the ownership change under the provisions of Internal Revenue Code Section 382. The fiscal years 2010 to 2014 remain open to examination to U.S. Federal authorities and other jurisdictions in the U.S. where we operate.

NOTE 11 – SENDIO, SRO INSOLVENCY

On February 13, 2012, Sendio filed a petition of insolvency with the Regional Court in Olomouc, Czech Republic. In March, 2012 the court determined that Sendio was insolvent, and control of the legal entity passed to a court appointed trustee. The trustee is overseeing the orderly sale of the assets and using any proceeds to satisfy the liabilities of Sendio. Included in the balance sheets are the following liabilities of Sendio that are subject to the insolvency proceedings:

	December 31,
	2014		2013
Current liabilities:
Accounts payable	$	189,089	$	189,089
Accrued payroll		357,052		357,052
Capital lease obligation, current portion		9,313		9,313
Total liabilities of Sendio		555,454		555,454

NOTE 12 – SUBSEQUENT EVENTS

Effective January 20, 2015 the holders of the Notes under the Loan Agreement dated December 20, 2012 as discussed in Note 8 converted $100,000 of principal and $427,031 of accrued interest under the Notes into an aggregate of 702,709 shares of common stock and three year warrants to purchase 702,709 shares of common stock at an exercise price of $1.00 per share. The Company will recognize the loss on conversion in the first quarter of 2015.

Through April 16, 2015 we received gross proceeds of $260,000 from accredited investors at a price of $0.50 per unit and issued 520,000 shares of common stock and two-year warrants to purchase 150,000 shares of common stock at an exercise price of $0.75 per share.

On February 10, 2015 we amended our unit offering to extend the $0.75 warrants issued in conjunction with the units sold to five years. In addition, the investors in the offering were granted a down-round protection right to receive additional shares of common stock if any issuance under an offering for the next two years is made by the Company at less than $0.50 per share. In the event of this occurring, the investors will be issued additional shares of common stock at a price equivalent to the offering made at that time. The Company will account for this in the first quarter of 2015.

F - 23

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